Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
DORRANCE FAMILY FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)7600 E DOUBLETREE RANCH RD   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
SCOTTSDALE, AZ85258
A Employer identification number

86-0691863
B Telephone number (see instructions)

(480) 367-7000
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$53,848,457J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments 3,176 3,176  
4 Dividends and interest from securities...... 1,118,837 1,118,837  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 56,227
b Gross sales price for all assets on line 6a 310,437
7 Capital gain net income (from Part IV, line 2)... 56,227
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 78,111 78,111  
12 Total. Add lines 1 through 11........ 1,256,351 1,256,351  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 1,380 0   690
b Accounting fees (attach schedule)....... Click to see attachment 5,275 2,638   2,637
c Other professional fees (attach schedule).... Click to see attachment 261,184 50,101   158,312
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 159,367 29,127   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 12,430 0   12,430
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 51,510 37,284   9,324
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 491,146 119,150   183,393
25 Contributions, gifts, grants paid........ 5,105,487 5,105,487
26 Total expenses and disbursements. Add lines 24 and 25 5,596,633 119,150   5,288,880
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -4,340,282
b Net investment income (if negative, enter -0-) 1,137,201
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 1,076,999 8,641,903 8,641,903
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet   17    
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........      
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 52,716,062 Click to see attachment45,206,554 45,206,554
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) 53,793,078 53,848,457 53,848,457
Liabilities 17 Accounts payable and accrued expenses.......... 45,955 21,746
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).......... 45,955 21,746
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 53,747,123 53,826,711
30 Total net assets or fund balances (see page 17 of the
instructions).................... 53,747,123 53,826,711
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 53,793,078 53,848,457
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 53,747,123
2 Enter amount from Part I, line 27a..................... 2 -4,340,282
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 4,419,870
4 Add lines 1, 2, and 3.......................... 4 53,826,711
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 53,826,711
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a DFE ASSET MANAGEMENT P    
b DFE ASSET MANAGEMENT P    
c DFE ALTERNATIVE INVESTMENTS P    
d DFE ALTERNATIVE INVESTMENTS P    
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 294,190     294,190
b     2,371 -2,371
c     251,839 -251,839
d 16,247     16,247
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       294,190
b       -2,371
c       -251,839
d       16,247
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 56,227
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 4,314,106 50,089,857 0.086127
2011 9,648,467 58,022,060 0.166290
2010 7,804,920 60,974,642 0.128003
2009 6,269,045 57,551,275 0.108930
2008 9,067,613 67,742,493 0.133854
2 Total of line 1, column (d) ...................... 2 0.623204
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 0.124641
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 50,143,875
5 Multiply line 4 by line 3....................... 5 6,249,983
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 11,372
7 Add lines 5 and 6......................... 7 6,261,355
8 Enter qualifying distributions from Part XII, line 4.............. 8 5,288,880
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 22,744
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 22,744
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 22,744
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 88,320
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 88,320
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8 228
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 65,348
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet0 RefundedBullet 11 65,348
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletAZ
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.DORRANCEFAMILYFOUNDATION.ORG
    14
    The books are in care ofbulletBENNETT DORRANCE Telephone no.bullet (480) 367-7000
    Located atbullet7600 E DOUBLETREE RANCH RD STE 300SCOTTSDALEAZ ZIP+4bullet85258
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    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)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    BENNETT DORRANCE PRESIDENT
    2.00     		0 0 0
    7600 E DOUBLETREE RANCH RD 300
    SCOTTSDALE,AZ85258
    JACQUELYN W DORRANCE SECRETARY
    2.00     		0 0 0
    7600 E DOUBLETREE RANCH RD 300
    SCOTTSDALE,AZ85258
    BENNETT DORRANCE JR VICE PRESIDENT
    2.00     		0 0 0
    7600 E DOUBLETREE RANCH RD 300
    SCOTTSDALE,AZ85258
    ASHLEY DORRANCE KAPLAN TREASURER
    2.00     		0 0 0
    7600 E DOUBLETREE RANCH RD 300
    SCOTTSDALE,AZ85258
    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
    HANK INC MANAGEMENT FEES 211,083
    7600 E DOUBLETREE RANCH RD 300
    SCOTTSDALE,AZ85258
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    2,507,194
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    22,744
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    22,744
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    2,484,450
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    2,484,450
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    2,484,450
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 2,484,450
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 5,680,488
    b From 2009....... 3,426,923
    c From 2010....... 4,823,174
    d From 2011....... 6,840,024
    e From 2012....... 1,897,933
    fTotal of lines 3a through e......... 22,668,542
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 5,288,880
    a Applied to 2012, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 2,484,450
    e Remaining amount distributed out of corpus 2,804,430
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 25,472,972
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		5,680,488
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		19,792,484
    10 Analysis of line 9:
    a Excess from 2009.... 3,426,923
    b Excess from 2010.... 4,823,174
    c Excess from 2011.... 6,840,024
    d Excess from 2012.... 1,897,933
    e Excess from 2013.... 2,804,430
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    BENNETT DORRANCE
    JACQUELYN W DORRANCE
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ALL ONE OCEAN
    PO BOX 1164
    MILL VALLEY,CA949421164     		NONE PUBLIC CHARITY TO SUPPORT OCEAN CLEAN UP WITH MATERIALS/SIGNS & FISCAL AGENT FEES 1,232
    AMERICAN RED CROSS
    2025 E ST
    WASHINGTON,DC20006     		NONE PUBLIC CHARITY TO SUPPORT DISASTER RELIEF WITHIN THE UNITED STATES 3,000
    ARIZONA COMMUNITY FOUNDATION
    2201 EAST CAMELBACK ROAD
    PHOENIX,AZ85016     		NONE PUBLIC CHARITY TO SUPPORT THE DORRANCE SCHOLARSHIP PROGRAM 1,655,392
    ARIZONA COMMUNITY FOUNDATION
    2201 EAST CAMELBACK ROAD
    PHOENIX,AZ85016     		NONE PUBLIC CHARITY TO SUPPORT THE DORRANCE SCHOLARSHIP PROGRAM 1,595,392
    ARIZONA HUMANE SOCIETY
    1521 WEST DOBBINS ROAD
    PHOENIX,AZ85041     		NONE PUBLIC CHARITY TO SUPPORT ANIMAL SHELTERS AND IMPROVING LIFE OF ANIMALS 5,000
    ARIZONA SCIENCE CENTER
    600 E WASHINGTON ST
    NA,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT THE GALAXY GALA 2013 EVENT - UNDERWRITING 50,000
    ARIZONA STATE UNIVERSITY FOUNDATION
    PO BOX 2260
    TEMPE,AZ852802260     		NONE PUBLIC CHARITY TO SUPPORT THE ARIZONA STATE UNIVERSITY PRESIDENT'S CLUB & WOMEN & PHILANTHROPY 27,500
    BALLET ARIZONA
    3645 EAST INDIAN SCHOOL ROAD
    PHOENIX,AZ85018     		NONE PUBLIC CHARITY TO SUPPORT ARTS & CULTURE AT BALLET ARIZONA WITH A MATCHING GRANT CHALLENGE. 500,000
    BALLET ARIZONA
    3645 EAST INDIAN SCHOOL ROAD
    PHOENIX,AZ85018     		NONE PUBLIC CHARITY GENERAL OPERATING SUPPORT FOR ADDITIONAL DANCER WEEKS FOR BALLET ARIZONA 66,667
    BALLET ARIZONA
    3645 EAST INDIAN SCHOOL ROAD
    PHOENIX,AZ85018     		NONE PUBLIC CHARITY TO SUPPORT THE ARTS AND RESTRICT THE GIFT TO ENDOWMENT 10,000
    BANNER ALZHEIMER'S FOUNDATION
    2025 N 3RD STREET
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT THE GENERAL OPERATIONS OF BANNER FOUNDATION INVESTING LOCALLY IN PATIENT CARE PROGRAMS 10,000
    BARNARD COLLEGE
    3009 BROADWAY
    NEW YORK,NY10027     		NONE PUBLIC CHARITY TO SUPPORT A BARNARD FUND SCHOLAR IN WOMEN'S EDUCATION 10,000
    BRAVO COLORADO AT VAIL-BEAVER CREEK
    2271 NORTH FRONTAGE ROAD WEST
    VAIL,CO81657     		NONE PUBLIC CHARITY TO SUPPORT THE ARTS FOR THE BRAVO VAIL FESTIVAL EVENT (UNDERWRITING) 10,000
    BRING CHANGE 2 MIND
    1265 BATTERY STREET 5TH FLOOR
    SAN FRANCISCO,CA94111     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATING IN THE TREATMENT AND CARE OF INDIVIDUALS SUFFERING FROM MENTAL ILLNESS 10,000
    CLARKSON UNIVERSITY
    8 CLARKSON AVENUE
    POTSDAM,NY13699     		NONE PUBLIC CHARITY TO SUPPORT CLARKSON STUDENT STRATEGIC INVESTMENT FUND 2,500
    DESERT BOTANICAL GARDEN
    1201 NORTH GALVIN PARKWAY
    PHOENIX,AZ85008     		NONE PUBLIC CHARITY TO SUPPORT THE DESERT BOTANICAL GARDEN'S PRESIDENT'S CLUB MEMBERSHIP, DINNER ON THE DESERT, AND THE OPENING NIGHT GALA TO LAUNCH CHIHULY CAMPAIGN 85,000
    DUCKS UNLIMITED
    ONE WATERFOWL WAY
    MEMPHIS,TN38120     		NONE PUBLIC CHARITY TO SUPPORT WETLANDS AND WATERFOWL CONSERVATION - PRESIDENT'S COUNCIL MEMBERSHIP RENEWAL 5,000
    FLORENCE CRITTENTON SERVICES OF ARIZONA INC
    715 WEST MARIPOSA STREET
    PHOENIX,AZ85013     		NONE PUBLIC CHARITY EDUCATION- SPONSORING THE LEMELSON-MIT EUREKA FEST 2013 TRIP TO BOSTON 10,000
    FLORENCE CRITTENTON SERVICES OF ARIZONA INC
    715 WEST MARIPOSA STREET
    PHOENIX,AZ85013     		NONE PUBLIC CHARITY UNDERWRITING TO HELP EDUCATE, PREPARE, AND EMPOWER TEEN MOTHERS 5,000
    FRESH START WOMEN'S FOUNDATION
    1130 E MCDOWELL RD
    PHOENIX,AZ85006     		NONE PUBLIC CHARITY TO SUPPORT FRESH START GALA 2013 25,000
    GABRIEL'S ANGELS
    1550 E MARYLAND AVENUE SUITE 1
    PHOENIX,AZ85014     		NONE PUBLIC CHARITY TO SUPPORT PROVIDING HEALING PET THERAPY TO AT-RISK CHILDREN BY UNDERWRITING EVENT 5,000
    GRAND CANYON ASSOCIATION
    PO BOX 399
    GRAND CANYON,AZ86023     		NONE PUBLIC CHARITY TO SUPPORT THE NATIVE PLANT GREENHOUSE PROJECT 50,000
    GRAND CANYON ASSOCIATION
    PO BOX 399
    GRAND CANYON,AZ86023     		NONE PUBLIC CHARITY TO SUPPORT THE KIDS AT GRAND CANYON PROGRAM IN RESPONSE TO MATCHING GIFT CHALLENGE 2,500
    HAWAII COMMUNITY FOUNDATION
    827 FORT STREET MALL
    HONOLULU,HI968134317     		NONE PUBLIC CHARITY TO SUPPORT THE KUKIO COMMUNITY FUND PROMOTING OUT-OF-SCHOOL ACTIVITIES FOR CHILDREN 25,000
    HAWAII PERFORMING ARTS FESTIVAL
    PO BOX 474
    KAMUELA,HI96743     		NONE PUBLIC CHARITY TO UNDERWRITE THE LIANE CAROLL OPENING NIGHT CONCERT-PROMOTING THE ARTS 2,000
    HAWAII PUBLIC RADIO
    738 KAHEKA STREET
    HONOLULU,HI96814     		NONE PUBLIC CHARITY TO SUPPORT OPERATIONS OF HAWAII PUBLIC RADIO PROVIDING ARTS, ENTERTAINMENT AND INFORMATION IN HAWAII AND BEYOND 500
    HOMEWARD BOUND
    3202 WEST COLTER STREET
    PHOENIX,AZ85015     		NONE PUBLIC CHARITY HOMEWARD BOUND PROVIDES TRANSITIONAL HOUSING TO VICTIMS OF DOMESTIC VIOLENCE - OLD BAGS LUNCHEON EVENT 2,500
    HONOR FLIGHT SOUTHERN ARIZONA
    PO BOX 32649
    TUCSON,AZ85751     		NONE PUBLIC CHARITY TO SUPPORT THE MAY 2014 HONOR FLIGHT TRANSPORTING 10 VETERANS TO WWII MEMORIALS 10,000
    HONOR FLIGHT SOUTHERN ARIZONA
    PO BOX 32649
    TUCSON,AZ85751     		NONE PUBLIC CHARITY TO SUPPORT THE GENERAL OPERATIONS FOR TRANSPORTING VETERANS TO WWII MEMORIALS 500
    IOWA NATURAL HERITAGE FOUNDATION
    505 FIFTH AVENUE
    DES MONIES,IA50309     		NONE PUBLIC CHARITY TO SUPPORT THE WORK DONE TO PROTECT, RESTORE, AND PROMOTE WILD PLACES IN IOWA 2,000
    JOE FOSS INSTITUTE
    8925 E PIMA CENTER PARKWAY SUITE
    100
    SCOTTSDALE,AZ85258     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATING IN TEACHING CIVICS AND PATRIOTISM TO STUDENTS 10,000
    KAHILU THEATRE FOUNDATION
    PO BOX 549
    KAMUELA,HI96743     		NONE PUBLIC CHARITY KAHILU THEATER YOUTH SUMMER ARTS 2013-AROUND THE WORLD 20,000
    KAHUA PA'A MUA
    53-4240 AKONI PULE HIGHWAY
    KAPAAU,HI96755     		NONE PUBLIC CHARITY TO SUPPORT THE PALILI O'KOHALA AGRICULTURAL PROJECT 4,558
    KAHUA PA'A MUA
    53-4240 AKONI PULE HIGHWAY
    KAPAAU,HI96755     		NONE PUBLIC CHARITY UNDERWRITING 50 TICKETS TO THE FARM TO WOK EVENT 500
    KAMUELA PHILHARMONIC ORCHESTRA
    PO BOX 2597
    KAMUELA,HI96743     		NONE PUBLIC CHARITY SUPPORT JANUARY CONCERT 2013-PIANO CONCERTO COMPETITION 20,000
    KID PAN ALLEY
    PO BOX 38
    WASHINGTON,VA22747     		NONE PUBLIC CHARITY TO SUPPORT MUSICAL EDUCATION AT KOHALA ELEMENTARY SCHOOL PROGRAM 2,400
    KOKOLULU FARM & CANCER RETREATS INC
    PO BOX 340
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT THE CENTER IN PROVIDING EDUCATION AND CHARITABLE ASSISTANCE TO THOSE AFFECTED BY CANCER IN FILLING THE DEVELOPMENT PROGRAM POSITION 35,000
    KOKOLULU FARM & CANCER RETREATS INC
    PO BOX 340
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT THE CENTER IN PROVIDING EDUCATION AND CHARITABLE ASSISTANCE TO THOSE AFFECTED BY CANCER IN BRINING IN TWO QI CHONG MASTERS 12,814
    LAWRENCEVILLE SCHOOLS
    PO BOX 6125
    LAWRENCEVILLE,NJ086489987     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS IN ACADEMIC ADVANCEMENT 2,500
    LIBERTY WILDLIFE
    PO BOX 14345
    SCOTTSDALE,AZ852674345     		NONE PUBLIC CHARITY TO SUPPORT THE UNDERWRITING OF THE WISHES FOR WILDLIFE EVENT 5,000
    MCDOWELL SONORAN CONSERVANCY
    16435 N SCOTTSDALE RD STE 110
    SCOTTSDALE,AZ852541525     		NONE PUBLIC CHARITY GENERAL OPERATING- FOR THE MCDOWELL SONORAN CONSERVANCY 1,000
    MARTIS CAMP COMMUNITY FOUNDATION
    7951 FLEUR DU LAC CT
    TRUCKEE,CA96161     		NONE PUBLIC CHARITY TO SUPPORT THE 2013 US JUNIOR CHAMPIONSHIP CAMPAIGN 2,000
    MAXIE'S HOUSE
    8390 E VIA DE VENTURA F-110 STE 216
    SCOTTSDALE,AZ85258     		NONE PUBLIC CHARITY TO SUPPORT MAXIE'S HOUSE ASSISTING WITH THE PHYSICAL AND EMOTIONAL HEALTH OF CHILDREN 10,000
    MENDING KIDS INTERNATIONAL
    2307 W OLIVE AVENUE SUITE B
    BURBANK,CA91506     		NONE PUBLIC CHARITY TO SUPPORT MKI IN PROVIDING LIFE CHANGING SURGICAL CARE TO CHILDREN WORLDWIDE 1,000
    NATIONAL DISASTER SEARCH DOG FOUNDATION
    501 E OJAI AVENUE
    OJAI,CA93023     		NONE PUBLIC CHARITY TO SUPPORT SEARCH DOG FOUNDATION CANINE RECRUITMENT & TRAINING AND THE NEWLY FORMED SEARCH TEAMS 10,000
    NORTH HAWAII HOSPICE INC
    65-1328 KAWAIHAE ROAD
    KAMUELA,HI96743     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS FOR PROVIDING COMPASSIONATE AND PROFESSIONAL HOMECARE TO TERMINAL PATIENTS 1,000
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT THE NORTH KOHALA COMMUNITY AT THE LEARNING CENTER AND THEIR WORLD PEACE GAMES 3,000
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT THE NORTH KOHALA'S YOGA EDUCATION PROGRAM 1,000
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATION OF THE COMMUNITY CENTER 5,000
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT THE KOHALA CHARITABLE FOUNDATION -KOHALA HOSPITAL EMERGENCY ROOM 5,000
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT THE KOHALA SUMMER MUSICAL THEATER CAMP FOR CHILDREN 2,000
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT HAWAII MUSIC AND ARTS CONSERVATORY 8,000
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO PROVIDE HAWAII INSTITUTE OF AGRICULTURE SCHOLARSHIPS (2) 250
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT KOHALA'S LOCALLY GROWN AGRICULTURE WITH THE ANNUAL PUMPKIN PATCH EVENT 4,150
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT THE HAWAII INSTITUTE OF AGRICULTURE CAPACITY BUILDING PROGRAM 12,096
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT KOHALA EAT LOCALLY GROWN (NKELG) "FARM TO FORK" KOHALA PROGRAM 15,000
    NOTMYKID
    5230 EAST SHEA BOULEVARD
    SCOTTSDALE,AZ85254     		NONE PUBLIC CHARITY TO SUPPORT THE BE THE BALL 2-EVENT HELPING AT RISK KIDS-UNDERWRITING 10,000
    NOTMYKID
    5230 EAST SHEA BOULEVARD
    SCOTTSDALE,AZ85254     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS TO HELP AT-RISK KIDS 25,000
    NOTMYKID
    5230 EAST SHEA BOULEVARD
    SCOTTSDALE,AZ85254     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS TO HELP AT-RISK KIDS 10,000
    PALO VERDE VOLUNTEER FIRE DEPARTMENT
    PO BOX 1381
    REDWAY,CA95560     		NONE PUBLIC CHARITY TO SUPPORT PURCHASE OF MEDICAL GEAR, FIREFIGHTING GEAR, TRAINING ETC., FOR THE VOLUNTEER FIRE FIGHTERS 2,000
    PHILLIPS EXETER ACADEMY
    20 MAIN STREET
    EXETER,NH038332460     		NONE PUBLIC CHARITY TO SUPPORT SECONDARY EDUCATION @ PHILLIPS EXETER ACADEMY 2,000
    PHOENIX ART MUSEUM
    1625 NORTH CENTRAL AVENUE
    PHOENIX,AZ850041685     		NONE PUBLIC CHARITY TO SUPPORT THE "INDEPENDENT WOMEN LUNCHEON" AT THE PHOENIX ART MUSEUM 10,000
    PHOENIX ART MUSEUM
    1625 NORTH CENTRAL AVENUE
    PHOENIX,AZ850041685     		NONE PUBLIC CHARITY GENERAL GRANT TO SUPPORT THE MUSEUM 25,000
    PHOENIX SYMPHONY
    1 N 1ST ST 200
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT THE SYMPHONY WITH THE TRIO GALA EVENT 50,000
    PHOENIX SYMPHONY
    1 N 1ST ST 200
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT THE SYMPHONY WITH THE WILLIAMS/SPIELBERG BENEFIT CONCERT 25,000
    PHOENIX SYMPHONY
    1 N 1ST ST 200
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT THE SYMPHONY WITH THE SAVOR THE SYMPHONY EVENT 10,000
    PHOENIX THEATRE
    100 EAST MCDOWELL ROAD
    PHOENIX,AZ850041628     		NONE PUBLIC CHARITY TO SUPPORT THE ARTS IN THE "NEXT STEP CAMPAIGN" FUNDRAISER 20,000
    PROJECT HAWAII
    PO BOX 1844
    KEAAU,HI967491844     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATING OF SUMMER CAMPS FOR KIDS-HOMELESS AND IN NEED 5,000
    RANCHO FELIZ
    6910 E 5TH AVE
    SCOTTSDALE,AZ85251     		NONE PUBLIC CHARITY TO SUPPORT THE GUARDIAN WARRIOR SCHOLARSHIP FOR CRISTIAN AND JESUS 4,800
    RANCHO FELIZ
    6910 E 5TH AVE
    SCOTTSDALE,AZ85251     		NONE PUBLIC CHARITY TO SUPPORT THE BIGGER THAN BORDERS CAMPAIGN PROVIDING EDUCATIONAL SCHOLARSHIPS 50,000
    RANCHO FELIZ
    6910 E 5TH AVE
    SCOTTSDALE,AZ85251     		NONE PUBLIC CHARITY TO SUPPORT THE BIGGER THAN BORDERS CAMPAIGN PROVIDING EDUCATIONAL SCHOLARSHIPS 5,000
    RANCHO FELIZ
    6910 E 5TH AVE
    SCOTTSDALE,AZ85251     		NONE PUBLIC CHARITY TO SUPPORT THE GUARDIAN WARRIOR SCHOLARSHIP SPONSORING ONE STUDENT 2,400
    SAN FRANCISCO BALLET
    455 FRANKLIN STREET
    SAN FRANCISCO,CA94102     		NONE PUBLIC CHARITY TO SUPPORT ARTS & CULTURE 2,500
    ST LAWRENCE UNIVERSITY
    23 ROMODA DRIVE
    CANTON,NY13617     		NONE PUBLIC CHARITY ECON-FED CHALLENGE --3-02-04-11014 2,500
    SAFFYRE SANCTUARY INC
    PO BOX 921708
    SYLMAR,CA913921708     		NONE PUBLIC CHARITY TO SUPPORT EQUINE EDUCATION PROGRAM EXPANSION 15,000
    SEVEN ARROWS ELEMENTARY
    15332 ANTIOCH ST PMB 313
    PACIFIC PALISADES,CA90272     		NONE PUBLIC CHARITY TO SUPPORT THE ANNUAL GIVING CAMPAIGN FOR ELEMENTARY EDUCATION 10,000
    SOLDIER'S BEST FRIEND
    PO BOX 6242
    GLENDALE,AZ85312     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS FOR SERVICE DOGS FOR VETERANS AND THE DEVELOPMENT OF TRAINING FACILITY 75,000
    SOLDIER'S BEST FRIEND
    PO BOX 6242
    GLENDALE,AZ85312     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS FOR TRAINING EXPENSES AND DOG SUPPLIES 10,000
    SOUTHWEST CENTER FOR HUMAN DEVELOPMENT
    2850 NORTH 24TH STREET
    PHOENIX,AZ85008     		NONE PUBLIC CHARITY TO SUPPORT THE CHILDREN'S DEVELOPMENTAL CENTER IN ASSISTING FAMILIES WITH EARLY CHILDHOOD DEVELOPMENT 25,000
    SOUTHWEST CENTER FOR HIVAIDS INC
    1144 EAST MCDOWELL ROAD
    PHOENIX,AZ85006     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS IN THE FIGHT AGAINST HIV/AIDS 5,000
    UNIVERSITY OF ARIZONA FOUNDATION
    PO BOX 245073
    TUCSON,AZ85724     		NONE PUBLIC CHARITY TO SUPPORT THE POETRY CENTER - GENERAL OPERATING 5,000
    UNIVERSITY OF ARIZONA FOUNDATION
    PO BOX 245073
    TUCSON,AZ85724     		NONE PUBLIC CHARITY PANDA CHILDREN HELPING CHILDREN UNDER THE BIG TOP EVENT DONATION, TO IMPROVE THE HEALTH OF AZ'S CHILDREN 50,000
    TEACH FOR AMERICA INC
    3030 NORTH CENTRAL AVENUE
    PHOENIX,AZ85012     		NONE PUBLIC CHARITY TO SUPPORT LEADERS WHO WORK TO ENSURE THAT KIDS GROWING UP IN POVERTY GET A QUALITY EDUCATION 5,000
    THE GLACIER NATIONAL PARK FUND
    402 9TH STREET WEST
    COLUMBIA FALLS,MT59912     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATING IN THE CONSERVATION OF THE NATIONAL PARK 3,000
    NORTH KOHALA COMMUNITY RESOURCE CENTER
    PO BOX 519
    HAWAII,HI96719     		NONE PUBLIC CHARITY TO SUPPORT THE KEY PROGRAM FOR THE KOHALA MIDDLE SCHOOL 1,500
    THE NATURE CONSERVANCY
    7600 NORTH 15TH STREET
    PHOENIX,AZ850204330     		NONE PUBLIC CHARITY TO SUPPORT THE WOMEN IN CONSERVATION LUNCHEON 1,000
    THE NATURE CONSERVANCY
    7600 NORTH 15TH STREET
    PHOENIX,HI850204330     		NONE PUBLIC CHARITY TO SUPPORT THE PRESERVATION OF KAMEHAME BEACH IN HAWAII 2,000
    THE NATURE CONSERVANCY
    7600 NORTH 15TH STREET
    PHOENIX,AZ850204330     		NONE PUBLIC CHARITY TO SUPPORT THE AZ NEW FOREST RESTORATION INITIATIVE 10,000
    TRANSLATIONAL GENOMICS RESEARCH INSTITUTE FOUNDATION
    445 NORTH 5TH STREET
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT CANCER RESEARCH BY UNDERWRITING THE KEY TO THE CURE EVENT 26,946
    TRANSLATIONAL GENOMICS RESEARCH INSTITUTE FOUNDATION
    445 NORTH 5TH STREET
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT CANCER RESEARCH BY UNDERWRITING THE KEY TO THE CURE EVENT (BALANCE OF EVENT CATERING CHARGES) 3,890
    TRANSLATIONAL GENOMICS RESEARCH INSTITUTE FOUNDATION
    445 NORTH 5TH STREET
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT THE CLINICAL RESEARCH COORDINATOR IN THE CENTER FOR RARE CHILDHOOD DISORDERS 100,000
    TRANSLATIONAL GENOMICS RESEARCH INSTITUTE FOUNDATION
    445 NORTH 5TH STREET
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS OF DEVELOPING EARLIER DIAGNOSTICS AND BETTER TREATMENTS WITH THE KEY TO THE CURE EVENT 5,000
    TRANSLATIONAL GENOMICS RESEARCH INSTITUTE FOUNDATION
    445 NORTH 5TH STREET
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS OF DEVELOPING EARLIER DIAGNOSTICS AND BETTER TREATMENTS WITH THE HOPE FUND FOR SEQUENCING FAMILIES 10,000
    TRANSLATIONAL GENOMICS RESEARCH INSTITUTE FOUNDATION
    445 NORTH 5TH STREET
    PHOENIX,AZ85004     		NONE PUBLIC CHARITY TO SUPPORT GENERAL OPERATIONS OF DEVELOPING EARLIER DIAGNOSTICS AND BETTER TREATMENTS - MATCHING GRANT 12,500
    UNIVERSITY OF MONTANA FOUNDATION
    PO BOX 7159
    MISSOULA,MT598077159     		NONE PUBLIC CHARITY THE FLATHEAD LAKE MONITORING AND RESEARCH FUND 1,000
    UNIVERSITY OF MONTANA FOUNDATION
    PO BOX 7159
    MISSOULA,MT598077159     		NONE PUBLIC CHARITY THE FLATHEAD LAKE MONITORING AND RESEARCH FUND 5,000
    VALLEY OF THE SUN UNITED WAY FOUNDATION
    1515 EAST OSBORN ROAD
    PHOENIX,AZ85014     		NONE PUBLIC CHARITY 2013 TOCQUEVILLE SOCIETY MEMBERSHIP RENEWAL 25,000
    VETERANS MEDICAL LEADERSHIP COUNCIL
    4715 N 32ND STREET
    PHOENIX,AZ85018     		NONE PUBLIC CHARITY UNDERWRITING FOR HEROES ONE AND ALL LUNCHEON-SUPPORTING RETURNING COMBAT VETERANS 5,000
    WHISPERING HOPE RANCH FOUNDATION
    9045 EAST PIMA CENTER PARKWAY
    SCOTTSDALE,AZ85258     		NONE PUBLIC CHARITY SUPPORT WHISPERING HOPE RANCH-RETREAT FOR SPECIAL NEEDS CHILDREN 25,000
    WHISPERING HOPE RANCH FOUNDATION
    9045 EAST PIMA CENTER PARKWAY
    SCOTTSDALE,AZ85258     		NONE PUBLIC CHARITY SUPPORT GENERAL OPERATIONS FOR WHISPERING HOPE RANCH-RETREAT FOR SPECIAL NEEDS CHILDREN 10,000
    YOUNG LIFE CACHE VALLEY
    PO BOX 4014
    LOGAN,UT84323     		NONE PUBLIC CHARITY TO SUPPORT OUTREACH FOR MIDDLE HIGH AND HIGH SCHOOL STUDENTS-YOUNG LIFE PARK CITY 10,000
    YOUNG LIFE CACHE VALLEY
    PO BOX 4014
    LOGAN,UT84323     		NONE PUBLIC CHARITY TO SUPPORT OUTREACH FOR MIDDLE HIGH AND HIGH SCHOOL STUDENTS-YOUNG LIFE PARK CITY 7,500
    Total .................................bullet 3a 5,105,487
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    14 3,176  
    4 Dividends and interest from securities....     14 1,118,837  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....     14 78,111  
    8
    Gain or (loss) from sales of assets other than inventory .............     		        56,227
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 1,200,124 56,227
    13Total. Add line 12, columns (b), (d), and (e)..................
    131,256,351
    (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.)
    ALL SUPPORT EXEMPT PURPOSE
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    DORRANCE FAMILY FOUNDATION
    EIN: 86-0691863
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 5,275 2,638   2,637

    TY 2013 InvestmentsOtherSchedule2
    Name:
    DORRANCE FAMILY FOUNDATION
    EIN: 86-0691863
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    DFE ASSET MANAGEMENT LLC AT COST 29,350,686 29,350,686
    DFE ALTERNATIVE INVESTMENTS LLC AT COST 15,615,008 15,615,008
    LYME FOREST FUND III TE, LP AT COST 240,860 240,860

    TY 2013 LegalFeesSchedule
    Name:
    DORRANCE FAMILY FOUNDATION
    EIN: 86-0691863
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 1,380 0   690


    TY 2013 OtherExpensesSchedule
    Name:
    DORRANCE FAMILY FOUNDATION
    EIN: 86-0691863
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OFFICE EXPENSES 9,324 0   9,324
    MISCELLANEOUS 4,902 0   0
    OTHER DEDUCTIONS - K-1 37,284 37,284   0


    TY 2013 OtherIncomeSchedule2
    Name:
    DORRANCE FAMILY FOUNDATION
    EIN: 86-0691863
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ORDINARY INCOME FROM PARTNERSHIP INTERESTS 150,711 150,711 150,711
    OTHER LOSSES FROM PARTNERSHIP INTERESTS -13,104 -13,104 -13,104
    OTHER INCOME FROM PARTNERSHIPS -59,496 -59,496 -59,496


    TY 2013 OtherIncreasesSchedule
    Name:
    DORRANCE FAMILY FOUNDATION
    EIN: 86-0691863
    Description Amount
    UNREALIZED GAIN ON INVESTMENTS 4,419,870


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    DORRANCE FAMILY FOUNDATION
    EIN: 86-0691863
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MANAGEMENT FEES 211,083 0   158,312
    OTHER PROFESSIONAL FEES 0 0   0
    INVESTMENT EXPENSE 50,101 50,101   0


    TY 2013 TaxesSchedule
    Name:
    DORRANCE FAMILY FOUNDATION
    EIN: 86-0691863
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAX 130,240 0   0
    FOREIGN TAXES PAID 29,127 29,127   0