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
HENRY P KENDALL FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)176 FEDERAL STREET   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BOSTON, MA02110
A Employer identification number

04-6029103
B Telephone number (see instructions)

(617) 951-2555
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$86,092,855J 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) 500,000
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 1,719,390 1,719,447  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 2,843,834
b Gross sales price for all assets on line 6a 22,535,957
7 Capital gain net income (from Part IV, line 2)... 2,837,123
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 32,285 32,078  
12 Total. Add lines 1 through 11........ 5,095,509 4,588,648  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 298,700 0   298,700
14 Other employee salaries and wages...... 173,564 0   173,564
15 Pension plans, employee benefits....... 100,466 0   100,466
16a Legal fees (attach schedule)......... Click to see attachment 31,621 0   31,621
b Accounting fees (attach schedule)....... Click to see attachment 30,000 15,000   15,000
c Other professional fees (attach schedule).... Click to see attachment 234,497 110,599   123,898
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 36,500 0   500
19 Depreciation (attach schedule) and depletion... Click to see attachment 5,073 0  
20 Occupancy.............. 96,668 0   96,668
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 192,217 92,480   100,752
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,199,306 218,079   941,169
25 Contributions, gifts, grants paid........ 3,223,800 3,223,800
26 Total expenses and disbursements. Add lines 24 and 25 4,423,106 218,079   4,164,969
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 672,403
b Net investment income (if negative, enter -0-) 4,370,569
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............... 1,723,534 224,521 224,521
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet40,273
Less: allowance for doubtful accounts bullet   96,523 40,273 40,273
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) bullet125,000
Less: allowance for doubtful accounts bullet0 0 Click to see attachment125,000 125,000
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)........ 77,952,768 Click to see attachment85,667,987 85,667,987
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)...........      
14 Land, buildings, and equipment: basis bullet73,619
Less: accumulated depreciation (attach schedule) bullet51,785 26,318 Click to see attachment21,834 21,834
15 Other assets (describe bullet) Click to see attachment16,490 Click to see attachment13,240 Click to see attachment13,240
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 79,815,633 86,092,855 86,092,855
Liabilities 17 Accounts payable and accrued expenses.......... 33,657 999
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) Click to see attachment0 Click to see attachment557,016
23 Total liabilities (add lines 17 through 22).......... 33,657 558,015
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 79,781,976 85,534,840
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 79,781,976 85,534,840
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 79,815,633 86,092,855
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 79,781,976
2 Enter amount from Part I, line 27a..................... 2 672,403
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 5,111,711
4 Add lines 1, 2, and 3.......................... 4 85,566,090
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 31,250
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 85,534,840
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 DISPOSAL OF OFFICE EQUIPMENT P   2013-12-31
b IVORY FLAGSHIP FUND, LP - K-1 SECTION 1256 GAINS - NET LONG TERM P   2013-12-31
c IVORY FLAGSHIP FUND, LP - K-1 SECTION 1256 GAINS - NET SHORT TERM P   2013-12-31
d IVORY FLAGSHIP FUND, LP - K-1 SECTION - NET SHORT TERM P   2013-12-31
e IVORY FLAGSHIP FUND, LP - K-1 SECTION - NET LONG TERM P   2013-12-31
SIGULER GUFF III - K-1 SHORT TERM P   2013-12-31
SIGULER GUFF III - K-1 LONG TERM P   2013-12-31
SIGULER GUFF III - K-1 SECTION 1256 GAINS - NET SHORT TERM P   2013-12-31
SIGULER GUFF III - K-1 SECTION 1256 GAINS - NET LONG TERM P   2013-12-31
SIGULER GUFF II - K-1 SHORT TERM P   2013-12-31
SIGULER GUFF II - K-1 LONG TERM P   2013-12-31
SIGULER GUFF II - K-1 SECTION 1256 GAINS - NET SHORT TERM P   2013-12-31
SIGULER GUFF II - K-1 SECTION 1256 GAINS - NET LONG TERM P   2013-12-31
ALYDAR FUND, LP - K-1 SHORT TERM P   2013-12-31
ALYDAR FUND, LP - K-1 LONG TERM P   2013-12-31
POWERSHARES DB COMMODITY - K-1 SECTION 1256 GAINS - NET LONG TERM P   2013-12-31
POWERSHARES DB COMMODITY - K-1 SECTION 1256 GAINS - NET SHORT TERM P   2013-12-31
POWERSHARES DB COMMODITY - K-1 - NET LONG TERM P   2013-12-31
POWERSHARES DB COMMODITY - K-1 - NET SHORT TERM P   2013-12-31
POWERSHARES DB COMMODITY - K-1 SECTION 1256 GAINS - NET LONG TERM P   2013-12-31
POWERSHARES DB COMMODITY - K-1 SECTION 1256 GAINS - NET SHORT TERM P   2013-12-31
POWERSHARES DB COMMODITY - K-1 - NET LONG TERM P   2013-12-31
POWERSHARES DB COMMODITY - K-1 - NET SHORT TERM P   2013-12-31
PUBLICLY TRADED SECURITIES - FIDUCIARY TRUST - HOUSE ACCOUNT P 2012-12-18 2013-10-24
PUBLICLY TRADED SECURITIES - FIDUCIARY TRUST - HOUSE ACCOUNT P 2012-09-27 2013-10-29
PUBLICLY TRADED SECURITIES - FIDUCIARY TRUST - WINDHAVEN P   2013-12-31
PUBLICLY TRADED SECURITIES - FIDUCIARY TRUST - WINDHAVEN P   2013-12-31
PUBLICLY TRADED SECURITIES - FIDUCIARY TRUST - PIMCO SECTION P   2013-12-31
PUBLICLY TRADED SECURITIES - FIDUCIARY TRUST - PIMCO SECTION P   2013-12-31
SIGULER GUFF DISTRESSED OPPORTUNITIES FUND II LP - SECTION 1231 LOSS P   2013-12-31
SIGULER GUFF DISTRESSED OPPORTUNITIES FUND III LP - SECTION 1231 LOSS P   2013-12-31
ENTERPRISE PRODUCTS PARTNERS L.P. - SECTION 1231 LOSS P   2013-12-31
CAPITAL GAINS DIVIDENDS P    
(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 171 16,592 16,763 0
b     6,091 -6,091
c     4,061 -4,061
d 480,205     480,205
e 15,499     15,499
3,925     3,925
157,046     157,046
    303 -303
    454 -454
7,518     7,518
24,300     24,300
    180 -180
    269 -269
327,846     327,846
37,449     37,449
    48 -48
    1,155 -1,155
    3,345 -3,345
    2,230 -2,230
    33 -33
    3 -3
    68 -68
    46 -46
10,392,709   10,392,709 0
6,284,349   5,076,663 1,207,686
142,834   145,519 -2,685
146,434   125,237 21,197
776,024   808,886 -32,862
3,195,768   3,131,259 64,509
    94 -94
    10 -10
28     28
543,852     543,852
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       0
b       -6,091
c       -4,061
d       480,205
e       15,499
      3,925
      157,046
      -303
      -454
      7,518
      24,300
      -180
      -269
      327,846
      37,449
      -48
      -1,155
      -3,345
      -2,230
      -33
      -3
      -68
      -46
      0
      1,207,686
      -2,685
      21,197
      -32,862
      64,509
      -94
      -10
      28
      543,852
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 2,837,123
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 4,552,611 75,974,081 0.059923
2011 2,657,287 77,460,408 0.034305
2010 776,807 72,431,013 0.010725
2009 1,213,889 63,622,642 0.019080
2008 4,343,747 71,432,471 0.060809
2 Total of line 1, column (d) ...................... 2 0.184842
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 0.036968
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 81,282,971
5 Multiply line 4 by line 3....................... 5 3,004,869
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 43,706
7 Add lines 5 and 6......................... 7 3,048,575
8 Enter qualifying distributions from Part XII, line 4.............. 8 4,290,916
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 43,706
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 43,706
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 43,706
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 67,235
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 65,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 132,235
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 88,529
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet88,529 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    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)
    bulletMA
    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.KENDALL.ORG
    14
    The books are in care ofbulletRICHARD G HOLLISTER Telephone no.bullet (617) 951-2525
    Located atbullet176 FEDERAL STREETBOSTONMA ZIP+4bullet02110
    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
    JOHN P KENDALL TRUSTEE
    2.00     		0 0 0
    176 FEDERAL STREET
    BOSTON,MA02110
    ANDREW W KENDALL TRUSTEE/EXECUTIVE DIRECTOR
    40.00     		298,700 44,600 0
    176 FEDERAL STREET
    BOSTON,MA02110
    PHOEBE S WINDER TRUSTEE
    2.00     		0 0 0
    176 FEDERAL STREET
    BOSTON,MA02110
    KENNETH MEYERS TRUSTEE
    2.00     		0 0 0
    176 FEDERAL STREET
    BOSTON,MA02110
    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
    COURTNEY J BOURNS SENIOR PROGRAM OFFIC
    40.00     		124,504 18,630 0
    176 FEDERAL STREET
    BOSTON,MA02110
    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
    FRESH ADVANTAGE LLC PROGRAM SUPPORT 78,500
    360 STATE STREET 2501
    NEW HAVEN,CT06510
    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 FAIR FOOD FUND - NOTE RECEIVABLE - A LOW INTEREST LOAN TO SUPPORT THE NORTHEAST FAIR FOOD FUND, A PROGRAM THAT INVESTS IN LOCAL AND REGIONAL FOOD BUSINESSES THAT, IN TURN, SUPPORT FARMS IN THE NORTHEASTERN UNITED STATES. 125,000
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet125,000
    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
    4,064,149
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    43,706
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    43,706
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    4,020,443
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    4,020,443
    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
    4,020,443
    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 4,020,443
    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....... 454,193
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012....... 791,437
    fTotal of lines 3a through e......... 1,245,630
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 4,290,916
    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..... 4,020,443
    e Remaining amount distributed out of corpus 270,473
    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 1,516,103
    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) .............     		500,000
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		454,193
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		561,910
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012.... 561,910
    e Excess from 2013....  
    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).)
    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
    AMERICAN FARMLAND TRUST
    1 SHORT STREET
    NORTHAMPTON,MA01060     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 33,000
    BOLTON WALKERS DBA JUST CAUSE WALK FOR BREAST CANCER
    PO BOX 132
    BOLTON,MA01740     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 10,000
    BOSTON NATURAL AREAS NETWORK
    62 SUMMER STREET
    BOSTON,MA02110     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 50,000
    BOSTON PUBLIC MARKET ASSOCIATION
    PO BOX 52385
    BOSTON,MA02205     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 625,000
    CISA
    1 SUGARLOAF STREET
    SOUTH DEERFIELD,MA01373     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 105,000
    CLEAN AIR-COOL PLANET
    131 MAIN STREET
    DURHAM,NH03824     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 30,000
    CODMAN ACADEMY FOUNDATION
    PO BOX 240906
    DORCHESTER,MA02124     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 50,000
    COMMUNITY TEAMWORK INC
    155 MERRIMACK STREET
    LOWELL,MA01852     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 100,000
    CONSERVATION LAW FOUNDATION
    62 SUMMER STREET
    BOSTON,MA02110     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 33,000
    COOPERATIVE FUND OF NEW ENGLAND
    5533 PEDEN POINT ROAD
    WILMINGTON,NC28409     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 21,000
    FAIR FOOD NETWORK
    205 E WASHINGTON ST SUITE B
    ANN HARBOR,MI48104     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 25,000
    FARM FRESH RHODE ISLAND
    1005 MAIN ST 1220
    PAWTUCKET,RI02860     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 40,000
    FRANKLIN COUNTY COMMUNITY DEV CORP
    324 WELLS ST
    GREENFIELD,MA01301     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 113,000
    FRANKLIN REGIONAL COUNCIL OF GOVERNMENTS
    12 OLIVE STREET 2
    GREENFIELD,MA01301     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 74,025
    GROW SMART RHODE ISLAND
    235 PROMENADE ST SUITE 550
    PROVIDENCE,RI02908     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 40,000
    HAMPSHIRE COLLEGE
    893 WEST ST
    AMHERST,MA01002     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 50,000
    HARTFOOD FOOD SYSTEM INC
    86 PARK STREET 2ND FLOOR
    HARTFORD,CT06106     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 24,000
    HEALTH CARE WITHOUT HARM
    12355 SUNRISE VALLEY DR
    RESTON,VA20191     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 50,000
    INNOVATION NETWORK FOR COMMUNITIES
    PO BOX 397
    BEAVER ISLAND,MI49782     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 25,000
    JUST FOOD INC
    1155 AVENUE OF THE AMERICAS 3RD
    FLOOR
    NEW YORK,NY10036     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 25,000
    MA FOOD POLICY EXPENDABLE TRUST
    251 CAUSEWAY STREET SUITE 500
    BOSTON,MA02114     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 50,000
    MAINE FARMLAND TRUST
    97 MAIN STREET
    BELFAST,ME04915     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 40,000
    NEW ECOLOGY INC
    15 COURT SQUARE SUITE 420
    BOSTON,MA02108     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 50,000
    RED TOMATO
    1033 TURNPIKE STREET
    CANTON,MA02021     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 100,000
    SOUTHSIDE COMMUNITY LAND TRUST
    109 SOMERSET STREET
    PROVIDENCE,RI02907     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 40,000
    ST MARY'S EPISCOPAL CHURCH
    324 EAST MAIN ROAD
    PORTSMOUTH,RI02871     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 30,000
    THE BOSTON FOUNDATION
    75 ARLINGTON STREET
    BOSTON,MA02116     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 200,000
    THE TRUSTEES OF RESERVATIONS
    396 MOOSE HILL STREET
    SHARON,MA02067     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 321,625
    THIRD SECTOR NEW ENGLAND
    89 SOUTH STREET 700
    BOSTON,MA02111     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 210,000
    UNIVERSITY OF MASSACHUSETTS FOUNDATION
    225 FRANKLIN STREET
    BOSTON,MA02110     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 200,000
    UNIVERSITY OF NEW HAMPSHIRE FOUNDATION
    131 MAIN STREET
    DURHAM,NH03824     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 140,000
    UNIVERSITY OF SOUTHERN MAINE
    96 FALMOUTH STREET
    PORTLAND,ME04104     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 40,000
    VERMONT SUSTAINABLE JOBS FUND
    3 PITKIN COURT SUITE 301E
    MONTPELIER,VT05602     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 78,500
    WHOLESOME WAVE FOUNDATION
    189 STATE STREET
    BRIDGEPORT,CT06604     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 140,650
    YMCA OF GREATER BOSTON
    316 HUNTINGTON AVE
    BOSTON,MA02115     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 60,000
    Total .................................bullet 3a 3,223,800
    bApproved for future payment
    JUST FOOD INC
    1155 AVENUE OF THE AMERICAS 3RD
    FLOOR
    NEW YORK,NY10036     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 34,000
    MAINE ASSOCIATION OF NONPROFITS
    565 CONGRESS ST SUITE 301
    PORTLAND,ME04101     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 25,000
    PARTNERS FOR A HEALTHIER COMMUNITY
    PO BOX 4895
    SPRINGFIELD,MA01101     		NO RELATIONSHIP EXEMPT UNDER 501(C)( UNRESTRICTED CHARITABLE GRANT 135,000
    Total .................................bullet 3b 194,000
    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 ............     		         
    4 Dividends and interest from securities....     14 1,719,390  
    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 32,285  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 2,843,834  
    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 4,595,509 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    134,595,509
    (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.)
    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
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet 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
    HENRY P KENDALL FOUNDATION
     
    Employer identification number

    04-6029103
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    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
    Special Rules
    ......................... 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
    HENRY P KENDALL FOUNDATION
          		Employer identification number

    04-6029103
    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
    BARR FOUNDATION
     

       
    THE PILOT HOUSE LEWIS WHARF
     
    BOSTON, MA02110

    		$500,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (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
    HENRY P KENDALL FOUNDATION
          		Employer identification number

    04-6029103
    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
    HENRY P KENDALL FOUNDATION
          		Employer identification number

    04-6029103
    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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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:  

    TY 2013 AccountingFeesSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING 30,000 15,000   15,000

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2013 DepreciationSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    COMPUTER EQUIPMENT 2003 - 2008 2006-12-31 3,343 3,306 200DB 5.000000000000 37 0    
    COMPUTER EQUIPMENT - 2010 2010-12-31 27,094 23,328 200DB 5.000000000000 1,506 0    
    COMPUTER EQUIPMENT - 2011 2011-12-31 8,912 3,998 200DB 5.000000000000 1,966 0    
    LEASEHOLD IMPROVEMENTS 2003-06-01 21,795 5,356 SL 39.000000000000 559 0    
    FURNITURE & FIXTURES 2002-07-01 6,740 6,740 200DB 7.000000000000 0 0    
    FURNITURE & FIXTURES 2006-05-02 2,572 2,457 200DB 7.000000000000 115 0    
    FURNITURE & FIXTURES 2008-08-15 2,216 1,721 200DB 7.000000000000 198 0    
    COMPUTER EQUIPMENT - 2011 2011-12-08 972 418 200DB 5.000000000000 194 0    
    COMPUTER EQUIPMENT - 2013 2013-11-22 947   200DB 5.000000000000 498 0    
    COMPUTER EQUIPMENT 2004 2004-02-05 15,980 15,980 200DB 5.000000000000 0 0    

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Name of Stock End of Year Book Value End of Year Fair Market Value
    SECURITIES, FIXED INCOME & MUTUAL FUNDS 85,667,987 85,667,987

    TY 2013 LandEtcSchedule2
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    COMPUTER EQUIPMENT 2003 - 2008 3,343 3,343 0  
    COMPUTER EQUIPMENT - 2010 27,094 24,834 2,260  
    COMPUTER EQUIPMENT - 2011 8,912 5,964 2,948  
    LEASEHOLD IMPROVEMENTS 21,795 5,915 15,880  
    FURNITURE & FIXTURES 6,740 6,740 0  
    FURNITURE & FIXTURES 2,572 2,572 0  
    FURNITURE & FIXTURES 2,216 1,919 297  
    COMPUTER EQUIPMENT - 2013 947 498 449  


    TY 2013 LegalFeesSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 31,621 0   31,621


    TY 2013 OtherAssetsSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    SECURITY DEPOSITS 13,240 13,240 13,240
    PREPAID EXPENSES 3,250 0 0


    TY 2013 OtherDecreasesSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Description Amount
    OTHER DIFFERENCES AS REPORTED ON K-1 PASS-THROUGH ENTITIES 31,250


    TY 2013 OtherExpensesSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    COMPUTER EXPENSE 22,330 0   22,330
    OFFICE EXPENSE 3,322 0   3,322
    POSTAGE & DELIVERY 84 0   84
    INSURANCE 3,831 0   3,831
    PROGRAM EXPENSES 56,956 0   56,956
    TELEPHONE & INTERNET 13,360 0   13,360
    SHARON PROPERTY COSTS 869 0   869
    DEDUCTIONS FROM ALYDAR K-1 13,993 13,993   0
    DEDUCTIONS FROM IVORY K-1 26,471 26,471   0
    DEDUCTIONS FROM SIGULER GUFF II K-1 22,836 22,836   0
    DEDUCTIONS FROM SIGULER GUFF III K-1 28,165 28,165   0
    DEDUCTIONS FROM POWERSHARES DB COMMODITY INDEX TRACKING FUND K-1 0 936   0
    DEDUCTIONS FROM POWERSHARES DB COMMODITY INDEX TRACKING FUND K-1 0 79   0


    TY 2013 OtherIncomeSchedule2
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ALYDAR FUND L.P. - K-1 -32,186 -32,186 -32,186
    IVORY - K-1 -49,724 -49,724 -49,724
    SIGULER GUFF DISTRESSED OPPORTUNITIES FUND II, LP - K-1 62,014 62,014 62,014
    SIGULER GUFF DISTRESSED OPPORTUNITIES FUND III, LP - K-1 48,125 48,125 48,125
    CRESCENT DIRECT LENDING FUND, LP - K-1 4,056 4,056 4,056
    ENTERPRISE PRODUCTS PARTNERS L.P. - K-1 0 -207 0


    TY 2013 OtherIncreasesSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Description Amount
    NET UNREALIZED GAIN ON INVESTMENTS AND LIMITED PARTNERSHIPS 5,111,711


    TY 2013 OtherLiabilitiesSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Description Beginning of Year - Book Value End of Year - Book Value
    INVESTMENT - PARTNERSHIP - PURCHASE PAYABLE 0 557,016


    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2013 OtherNotesLoansRcvblLongSch
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103

    Borrower's Name Relationship to Insider Original Amount of Loan Balance Due Date of Note Maturity Date Repayment Terms Interest Rate Security Provided by Borrower Purpose of Loan Description of Lender Consideration Consideration FMV
    FAIR FOOD FUND NONE 125,000 125,000 2013-11 2020-11 LUMP SUM 150.0000000000 %   PROGRAM-RELATED INVESTMENT   0

    TY 2013 OtherProfessionalFeesSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ALLOCABLE CONSULTING FEES 158,618 34,720   123,898
    INVESTMENT MANAGEMENT FEES 27,518 27,518   0
    CUSTODIAN FEES 48,361 48,361   0


    TY 2013 TaxesSchedule
    Name:
    HENRY P KENDALL FOUNDATION
    EIN: 04-6029103
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MASSACHUSETTS ANNUAL REPORT - FORM PC 500 0   500
    FEDERAL EXCISE TAX ON NET INVESTMENT INCOME 36,000 0   0