Form990-PF
Click to see attachment

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
THE BILL AND JOAN ALFOND FOUNDATION
C/O DEXTER ENTERPRISES INC

Number and street (or P.O. box number if mail is not delivered to street address)TWO MONUMENT SQUARE   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
PORTLAND, ME04101
A Employer identification number

01-0421806
B Telephone number (see instructions)

(207) 828-7999
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$50,951,119J 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) 4,695,255
2 Check bullet
3 Interest on savings and temporary cash investments 3,344 3,338  
4 Dividends and interest from securities...... 152,244 152,244  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment 9,453,677
b Gross sales price for all assets on line 6a 10,549,066
7 Capital gain net income (from Part IV, line 2)... 8,736,018
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 4,201 4,201  
12 Total. Add lines 1 through 11........ 14,308,721 8,895,801  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 4,325 0   4,325
c Other professional fees (attach schedule).... Click to see attachment 71,303 18,315   52,988
17 Interest............... 198 198   0
18 Taxes (attach schedule) (see instructions) Click to see attachment 214,867 8,367   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 153,698 149,234   2,344
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 444,391 176,114   59,657
25 Contributions, gifts, grants paid........ 1,130,301 1,130,301
26 Total expenses and disbursements. Add lines 24 and 25 1,574,692 176,114   1,189,958
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 12,734,029
b Net investment income (if negative, enter -0-) 8,719,687
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............... 10,291 7,938 7,938
2 Savings and temporary cash investments.......... 67,843 1,507,643 1,507,643
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see 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)........ 1,238,160 Click to see attachment217,880 30,682,905
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)........... 9,179,637 Click to see attachment16,815,567 18,752,633
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) 10,495,931 18,549,028 50,951,119
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 10,495,931 18,549,028
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 0 0
30 Total net assets or fund balances (see page 17 of the
instructions).................... 10,495,931 18,549,028
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 10,495,931 18,549,028
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 10,495,931
2 Enter amount from Part I, line 27a..................... 2 12,734,029
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 23,229,960
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 4,680,932
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 18,549,028
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 PUBLICLY TRADED SECURITIES      
b FAIRHOLME PARTNERSHIP, LP P    
c DEXTER US EQUITY TE LLC P    
d DEXTER US EQUITY TE LLC P    
e LEGACY VENTURE V (QP), LLC P    
LEGACY VENTURE V (QP), LLC P    
DEXTER INTERNATIONAL EQUITY TE, LLC P    
DEXTER INTERNATIONAL EQUITY TE, LLC P    
DEXTER PRIVATE EQUITY TE LLC P    
MAST CREDIT OPPORTUNITIES P    
DEXTER GLOBAL EQUITY TE LLC P    
DEXTER REAL ASSSETS TE LLC P    
DEXTER REAL ASSSETS TE LLC 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 8,869,720   1,023,105 7,846,615
b 4,139     4,139
c 1,551     1,551
d 17,205     17,205
e 32,631     32,631
117,474     117,474
918     918
43,820     43,820
517     517
731,854     731,854
    60,265 -60,265
    519 -519
78     78
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       7,846,615
b       4,139
c       1,551
d       17,205
e       32,631
      117,474
      918
      43,820
      517
      731,854
      -60,265
      -519
      78
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 8,736,018
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 1,171,385 24,945,152 0.046958
2011 502,069 23,884,140 0.021021
2010 1,141,918 17,518,071 0.065185
2009 1,129,311 15,769,237 0.071615
2008 1,101,989 21,387,978 0.051524
2 Total of line 1, column (d) ...................... 2 0.256303
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 0.051261
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 42,991,501
5 Multiply line 4 by line 3....................... 5 2,203,787
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 87,197
7 Add lines 5 and 6......................... 7 2,290,984
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,189,958
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 1 174,394
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............................ 3 174,394
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- ..... 5 174,394
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 161,556
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 75,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 236,556
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 62,162
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet62,162 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)
    bulletME
    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 addressbulletN/A
    14
    The books are in care ofbulletDEXTER ENTERPRISES INC Telephone no.bullet (207) 828-7999
    Located atbulletTWO MONUMENT SQUAREPORTLANDME ZIP+4bullet04101
    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
    JOAN ALFOND VICE PRES, TREAS, DIRECTOR
    7.50     		0 0 0
    14 OTIS PLACE
    BOSTON,MA02108
    GREGORY POWELL SEE FOOTNOTE SECRETARY
    1.50     		0 0 0
    TWO MONUMENT SQUARE
    PORTLAND,ME04101
    WILLIAM ALFOND PRESIDENT, DIRECTOR
    12.50     		0 0 0
    14 OTIS PLACE
    BOSTON,MA02108
    KENDEN ALFOND DIRECTOR
    1.00     		0 0 0
    TWO MONUMENT SQUARE
    PORTLAND,ME04101
    JUSTIN ALFOND DIRECTOR
    1.00     		0 0 0
    TWO MONUMENT SQUARE
    PORTLAND,ME04101
    REIS ALFOND DIRECTOR
    1.00     		0 0 0
    1120 PARK AVENUE APT 14B
    NEW YORK,NY10128
    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
    DEXTER ENTERPRISES INC INVESTMENT & GRANT ADMINISTRATION 65,429
    TWO MONUMENT SQUARE
    PORTLAND,ME04101
    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 NONE 0
    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 NONE 0
    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
    2,149,575
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    174,394
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    174,394
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,975,181
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,975,181
    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
    1,975,181
    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 1,975,181
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 1,125,886
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 1,189,958
    a Applied to 2012, but not more than line 2a 1,125,886
    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..... 64,072
    e Remaining amount distributed out of corpus 0
    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 0
    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 ..........     		1,911,109
    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) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (2013)
    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).)
    WILLIAM ALFOND
    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 or e-mail address of the person to whom applications should be addressed:
    THE BILL JOAN ALFOND FOUNDATION CO
    TWO MONUMENT SQUARE
    PORTLAND,ME04101
    (207) 828-7999
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICANTS SHOULD SUBMIT THEIR REQUESTS AS FOLLOWS: (1) A BRIEF (1-3 PAGE) LETTER DESCRIBING THE PROJECT, DRIVE OR CAMPAIGN. THIS SHOULD INCLUDE A STATEMENT OF NEED, NUMBER OF PEOPLE BENEFITED, GEOGRAPHIC AREA SERVED, TOTAL FUND RAISING GOAL, STRATEGY AND AMOUNT REQUESTED FROM THE FOUNDATION, (2) CAPITAL CAMPAIGNS AND SPECIAL PROJECTS SHOULD ALSO INCLUDE A BUDGET, (3) ORGANIZATIONS SHOULD ENCLOSE A COPY OF THEIR 501(C)(3) DETERMINATION LETTER, (4) OTHER SUPPORTING MATERIAL.
    cAny submission deadlines:
    NO SUBMISSION DEADLINES.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOUNDATION CONTRIBUTES TO ORGANIZATIONS IN THE FIELD OF HIGHER EDUCATION. THE FOUNDATION ALSO CONTRIBUTES TO WORTHY CHARITIES WITHIN ITS PRINCIPAL AREA OF GEOGRAPHIC INTEREST. WHEN CONSIDERING MAJOR GRANTS, THE FOUNDATION NORMALLY REQUIRES THAT THE GRANTEE RAISE MATCHING FUNDS FROM OTHER ORGANIZATIONS AND INDIVIDUALS.
    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
    ABBOTT MEMORIAL LIBRARY
    ONE CHURCH STREET
    DEXTER,ME04930     		  PC CHILDREN'S BOOKS 750
    BELGRADE LAKES ASSOCIATION
    PO BOX 551
    BELGRADE LAKES,ME04918     		  PC ANNUAL FUND 1,000
    BELGRADE LAKES ASSOCIATION
    PO BOX 551
    BELGRADE LAKES,ME04918     		  PC UNRESTRICTED 1,000
    BELMONT GOLF SCHOLARSHIP FUND
    219 BEAR HILL ROAD
    WALTHAM,MA02451     		  PC SCHOLARSHIP FUND 344
    CHEWONKI FOUNDATION
    485 CHEWONKI NECK ROAD
    WISCASSET,ME04578     		  PC DEXTER/MILO/EASTPORT SCHOLARSHIPS 63,400
    COLBY COLLEGE
    4800 MAYFLOWER HILL
    WATERVILLE,ME04901     		  PC ANNUAL FUND 1,000
    COLBY COLLEGE
    4800 MAYFLOWER HILL
    WATERVILLE,ME04901     		  PC BUSINESS COMPETITION 15,000
    COLBY COLLEGE
    4800 MAYFLOWER HILL
    WATERVILLE,ME04901     		  PC UNRESTRICTED 1,000
    COLBY COLLEGE
    4800 MAYFLOWER HILL
    WATERVILLE,ME04901     		  PC COLBY C CLUB 30
    COLBY COLLEGE
    400 MAYFLOWER HILL ROAD
    WATERVILLE,ME04901     		  PC MAINE CONCUSSION MANAGEMENT INITIATIVE 10,000
    COMBINED JEWISH PHILANTHROPIES OF GREATER BOSTON
    126 HIGH STREET
    BOSTON,MA021102700     		  PC ANNUAL FUND 2,500
    EAGLEBROOK SCHOOL
    PINE NOOK ROAD
    DEERFIELD,MA01342     		  PC ANNUAL FUND 2,000
    FRIENDS OF BELGRADE PUBLIC LIBRARY
    1 CENTER DRIVE
    BELGRADE,ME04917     		  PC CHILDREN'S BOOKS 950
    FRIENDS OF BELGRADE PUBLIC LIBRARY
    1 CENTER DRIVE
    BELGRADE,ME04917     		  PC FUNDRAISING 330
    FRIENDS OF DANA FARBER CANCER INSTITUTE
    450 BROOKLINE AVE SW120
    BOSTON,MA02215     		  PC RESEARCH AND TREATMENT 5,000
    THE GOVERNOR'S ACADEMY (FORMERLY GOVERNOR DUMMER ACADEMY)
    1 ELM STREET
    BYFIELD,MA01922     		  PC DINING HALL PROJECT 478,000
    THE GOVERNOR'S ACADEMY (FORMERLY GOVERNOR DUMMER ACADEMY)
    1 ELM STREET
    BYFIELD,MA01922     		  PC ANNUAL FUND 1,000
    THE GOVERNOR'S ACADEMY (FORMERLY GOVERNOR DUMMER ACADEMY)
    1 ELM STREET
    BYFIELD,MA01922     		  PC LUNCHEON SCHOLARSHIPS 500
    THE GOVERNOR'S ACADEMY (FORMERLY GOVERNOR DUMMER ACADEMY)
    1 ELM STREET
    BYFIELD,MA01922     		  PC SPECIAL CHALLENGE 15,000
    THE GOVERNOR'S ACADEMY (FORMERLY GOVERNOR DUMMER ACADEMY)
    1 ELM STREET
    BYFIELD,MA01922     		  PC SENIOR TRIP 3,052
    HARDY GIRLS HEALTHY WOMEN
    PO BOX 821
    WATERVILLE,ME04903     		  PC COLLABORATION WITH EDUCARE 5,000
    KENNEBEC VALLEY COMMUNITY COLLEGE FOUNDATION
    92 WESTERN AVE
    FAIRFIELD,ME04937     		  PC UNRESTRICTED 1,000
    MAINE CHILDRENS' HOME FOR LITTLE WANDERERS
    93 SILVER STREET
    WATERVILLE,ME04901     		  PC TEEN PROGRAM 15,000
    MAX WARBURG COURAGE CURRICULUM INC
    325 HUNTINGTON AVENUE BOX 52
    BOSTON,MA02115     		  PC ANNUAL FUND 5,000
    RED SOX FOUNDATION
    4 YAWKEY WAY
    BOSTON,MA02215     		  PC HOME BASE PROGRAM 500
    TRUSTEES OF DARTMOUTH COLLEGE
    6132 MCNUTT ROOM 113
    HANOVER,NH03755     		  PC MEN'S SOCCER 2,000
    TWOTEN INTERNATIONAL FOOTWEAR FOUNDATION
    1466 MAIN STREET
    WALTHAM,MA02154     		  PC ANNUAL FUND 210
    UNITED STATES BIATHLON ASSOCIATION
    49 PINELAND DRIVE SUITE 301A
    NEW GLOUCESTER,ME04260     		  PC UNRESTRICTED 1,200
    UNIVERSITY OF MAINE FOUNDATION
    TWO ALUMNI PLACE
    ORONO,ME04469     		  PC ELLEN LORING FUND 10,000
    MAINE FILM CENTER
    177 MAIN STREET
    WATERVILLE,ME04901     		  PC CAPITAL CAMPAIGN 150,000
    CAMDEN CONFERENCE
    PO BOX 882
    CAMDEN,ME048430882     		  PC GWH SCHOLARSHIPS 2,685
    CARRABASSETT VALLEY ACADEMY
    RR1 BOX 2240
    KINGFIELD,ME04947     		  PC FUNDRAISING SUPPORT 350
    FRIENDS OF THE FOUNDATION DE FRANCE INC
    6 WEST 48TH ST 10TH FLOOR
    NEW YORK,NY10036     		  PC ASSOCIATION DE L'ECOLE FRANCAISE DE BATTAMBANG 60,000
    JEWISH JUMPSTART
    1801 AVENUE OF THE STARS SUITE 210
    LOS ANGELES,CA90067     		  PC JEWISH MONTESSORI SOCIETY 2,000
    KENNEBEC VALLEY COMMUNITY COLLEGE FOUNDATION
    92 WESTERN AVE
    FAIRFIELD,ME04937     		  PC ANNUAL FUND 1,000
    MAINE GRAIN ALLIANCE
    PO BOX 2060
    SKOWHEGAN,ME04976     		  PC SCHOLARSHIPS 2,000
    MAINE SPORTS HALL OF FAME
    PO BOX 8554
    PORTLAND,ME04104     		  PC SCHOLARSHIPS 5,000
    NOBLE AND GREENOUGH SCHOOL
    10 CAMPUS DRIVE
    DEDHAM,MA020264099     		  PC STOKLEY TOWLES SCHOLARSHIP FUND 1,000
    NOBLE AND GREENOUGH SCHOOL
    10 CAMPUS DRIVE
    DEDHAM,MA020264099     		  PC ANNUAL FUND 1,000
    NOBLE AND GREENOUGH SCHOOL
    10 CAMPUS DRIVE
    DEDHAM,MA020264099     		  PC CASTLE PROJECT 10,000
    PERKINS SCHOOL FOR THE BLIND
    175 NORTH BEACON STREET
    WATERTOWN,MA02472     		  PC UNRESTRICTED 500
    PROPUBLICA
    ONE EXCHANGE PLAZA 55 BROADWAY 23RD
    FLOOR
    NEW YORK,NY10006     		  PC ANNUAL FUND 5,000
    PUERTO RICO COMMUNITY FOUNDATION
    1719 AVE PONCE DE LEON
    SAN JUAN,PR00909     		  PC PASARELL SCHOLARSHIP PROGRAM 1,000
    SCHOOL OF THE MUSEUM OF FINE ART
    230 THE FENWAY
    BOSTON,MA02115     		  PC SCHOLARSHIPS 5,000
    SHEAD HIGH SCHOOL
    89 HIGH STREET
    EASTPORT,ME04631     		  PC LAPTOP PROGRAM 12,000
    STTHOMAS MORE PLAY GROUP
    65 EAST 89TH STREET
    NEW YORK,NY10128     		  PC ANNUAL FUND 12,000
    THE TELLING ROOM
    225 COMMERCIAL STREET SUITE 201
    PORTLAND,ME04101     		  PC ANNUAL FUND 10,000
    THOMAS COLLEGE
    180 WEST RIVER ROAD
    WATERVILLE,ME04101     		  PC UNRESTRICTED 1,000
    THOMAS COLLEGE
    180 WEST RIVER ROAD
    WATERVILLE,ME04901     		  PC ALFOND SCHOLARS PROGRAM 20,000
    UNIVERSITY OF SOUTHERN MAINE
    PO BOX 9300
    PORTLAND,ME04101     		  PC USM BASEBALL 1,000
    WATERVILLE HIGH SCHOOL
    ATHLETIC DEPARTMENT ONE BROOKLYN
    AVENUE
    WATERVILLE,ME04901     		  PC CAROL SHAPIRO SCHOLARSHIP FUND 1,000
    COMERCIANTES UNIDOS PARA EL DESARROLLO
    PO BOX 945
    CAMUY,PR00627     		  PC HOGAR INFANTIL SANTA TERESITA DEL NINO JESUS 12,000
    DANA FARBER CANCER INSTITUTE
    10 BROOKLINE PLACE WEST 6TH FLOOR
    BROOKLINE,MA024457226     		  PC UNRESTRICTED 500
    HOSPICE VOLUNTEERS OF WATERVILLE AREA
    304 MAIN STREET
    WATERVILLE,ME04901     		  PC UNRESTRICTED 1,000
    DANA FARBER CANCER INSTITUTE
    10 BROOKLINE PLACE WEST 6TH FLOOR
    BROOKLINE,MA024457226     		  PC RED SOX CHALLENGE 1,000
    MASSACHUSETTS GENERAL HOSPITAL
    165 CAMBRIDGE STREET SUITE 600
    BOSTON,MA02114     		  PC MARATHON FOR DYSTONIA-JENNY SEEMAN 1,500
    PAN MASSACHUSETTS CHALLENGE TRUST
    77 FOURTH AVE
    NEEDHAM,MA02494     		  PC THE JIMMY FUND 1,500
    PREBLE STREET
    38 PREBLE STREET
    PORTLAND,ME04101     		  PC ANNUAL FUND 70,000
    SHRINERS HOSPITALS FOR CHILDREN
    11 SABATTUS STREET
    LEWISTON,ME04240     		  PC MAINE SHRINE LOBSTER BOWL CLASSIC 400
    WOMEN'S LUNCH PLACE
    67 NEWBURY STREET
    BOSTON,MA02116     		  PC UNRESTRICTED 1,000
    ALFOND YOUTH CENTER
    126 NORTH STREET
    WATERVILLE,ME04901     		  PC ANNUAL FUND 1,000
    ALFOND YOUTH CENTER
    126 NORTH STREET
    WATERVILLE,ME04901     		  PC UNRESTRICTED 500
    BELGRADE REGIONAL CONSERVATION ALLIANCE INC
    PO BOX 250
    BELGRADE LAKES,ME04918     		  PC DONATION 600
    CENTRAL PARK CONSERVANCY
    14 EAST 60TH STREET 8TH FLOOR
    NEW YORK,NY10022     		  PC PLAYGROUND PARTNERS 5,000
    CHABAD OF PORT WASHINGTON
    80 SHORE ROAD
    PORT WASHINGTON,NY11050     		  PC CHABAD OF CAMBODIA 4,000
    MAINE CONGRESS OF LAKES ASSOCIATIONS
    PO BOX 426
    BELGRADE,ME04917     		  PC LAKE SMART PROGRAM 1,000
    MAINE HUTS AND TRAILS
    375 NORTH MAIN STREET
    KINGFIELD,ME04947     		  PC ANNUAL APPEAL 1,000
    MAINE INITIATIVES
    PO BOX 2248
    AUGUSTA,ME04338     		  PC ANNUAL FUND 10,000
    MAINE LAKES RESOURCE CENTER
    PO BOX 5431
    BELGRADE LAKES,ME04918     		  PC UNRESTRICTED 1,000
    PORTLAND TRAILS
    305 COMMERCIAL STREET
    PORTLAND,ME04101     		  PC ANNUAL FUND 5,000
    RED SOX FOUNDATION
    4 YAWKEY WAY
    BOSTON,MA02215     		  PC UNRESTRICTED 50,000
    SKI MUSEUM OF MAINE
    PO BOX 359
    KINGFIELD,ME04947     		  PC UNRESTRICTED 1,000
    TOWN OF DEXTER
    23 MAINE STREET
    DEXTER,ME04930     		  PC CROSBY PARK PLAYGROUND 5,000
    TOWN OF DEXTER
    23 MAINE STREET
    DEXTER,ME04930     		  PC CROSBY PARK PLAYGROUND 1,000
    TOWN OF DEXTER
    23 MAINE STREET
    DEXTER,ME04930     		  PC CROSBY PARK PLAYGROUND 1,000
    UNITED STATES BIATHLON ASSOCIATION
    49 PINELAND DRIVE SUITE 301A
    NEW GLOUCESTER,ME04260     		  PC ANNUAL FUND CHALLENGE 5,000
    CHABAD OF PORT WASHINGTON
    80 SHORE ROAD
    PORT WASHINGTON,NY11050     		  PC CHABAD OF CAMBODIA 4,000
    Total .................................bullet 3a 1,130,301
    bApproved for future payment
    THE GOVERNOR'S ACADEMY (FORMERLY GOVERNOR DUMMER ACADEMY)
    1 ELM STREET
    BYFIELD,MA01922     		  PC DINING HALL PROJECT 1,122,000
    CHEWONKI FOUNDATION
    485 CHEWONKI NECK ROAD
    WISCASSET,ME04578     		  PC DEXTER/MILO/EASTPORT SCHOLARSHIPS 43,800
    HARDY GIRLS HEALTHY WOMEN
    PO BOX 821
    WATERVILLE,ME04903     		  PC COLLABORATION WITH EDUCARE 5,000
    Total .................................bullet 3b 1,170,800
    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 3,344  
    4 Dividends and interest from securities....     14 152,244  
    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 4,201  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 9,453,677  
    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 9,613,466 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    139,613,466
    (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.)
    1 NOT APPLICABLE
    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
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    Employer identification number

    01-0421806
    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
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC         		Employer identification number

    01-0421806
    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
     
     

    WILLIAM L ALFOND  
    C/O DEXTER ENTERPRISES TWO MONUMENT
     
    PORTLAND, ME04101

    		$4,695,255


    (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
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC         		Employer identification number

    01-0421806
    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
    1
    		 27 SHARES BERKSHIRE HATHAWAY CLASS A & 500 SHARES BERKSHIRE HATHAWAY CLASS B COMMON STOCK $4,695,255 2013-12-03
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 4
    Name of organization
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC         		Employer identification number

    01-0421806
    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:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX PREPARATION 4,325 0   4,325

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

    TY 2013 GainLossSaleOtherAssetsSch
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
    PUBLICLY TRADED SECURITIES DONATED TO CHARITY   PURCHASED     729,159 11,500   0 717,659  

    TY 2013 GeneralExplanationAttachment
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Identifier Return Reference Explanation
    OFFICER COMPENSATION 990-PF, PART VIII GREGORY POWELL IS AN EMPLOYEE OF DEXTER ENTERPRISES, INC. DEXTER ENTERPRISES, INC. IS COMPENSATED UNDER A MANAGEMENT CONTRACT WITH THE FOUNDATION. SEE STATEMENT 6 FOR DEXTER ENTERPRISES, INC. INFORMATION.
    DISTRIBUTION OF PROPERTY FOR CHARITY 990-PF, PART I, LINE 6A, COLUMN A UNDER REGULATION 53.4940-1, A DISTRIBUTION OF PROPERTY FOR CHARITABLE PURPOSES UNDER SECTION 170(C)(1) OR (2)(B) MADE BY A FOUNDATION TO A CHARITABLE ORGANIZATION IS NOT TREATED AS A TAXABLE SALE OR DISPOSITION. THE CAPITAL GAIN RECORDED ON THE BOOKS IS NOT TAXABLE; THEREFORE, THE PROPERTY DISTRIBUTION IS EXCLUDED FROM NET INVESTMENT INCOME, LINE 7, COLUMN (B).

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Name of Stock End of Year Book Value End of Year Fair Market Value
    BERKSHIRE HATHAWAY COMMON STOCK CLASS A 98,966 15,121,500
    BERKSHIRE HATHAWAY COMMON STOCK CLASS B 0 0
    MELLON EMERGING MARKETS FUND 0 0
    BERKSHIRE HATHAWAY COMMON STOCK CLASS A 35,633 12,097,200
    BERKSHIRE HATHAWAY COMMON STOCK CLASS B 83,281 3,464,205

    TY 2013 InvestmentsOtherSchedule2
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    LEGACY VENTURE FUNDS V & VI AT COST 1,484,581 2,012,810
    MAST CREDIT OPPORTUNITIES AT COST 0 0
    SPECIAL OPPORTUNITIES FUNDS AT COST 1,220,411 1,477,939
    TA REALTY FUND VIII AT COST 1,801,721 1,291,290
    DEXTER GLOBAL EQUITY TE, LLC AT COST 3,606,192 4,084,483
    DEXTER INTERNATIONAL EQUITY TE, LLC AT COST 1,885,393 2,106,499
    DEXTER REAL ASSETS TE, LLC (PORTFOLIO 2) AT COST 202,099 231,443
    DEXTER US EQUITY TE, LLC AT COST 2,232,682 2,872,952
    DEXTER HEDGE FUND TE, LLC AT COST 1,498,578 1,550,000
    DEXTER PRIVATE EQUITY TE, LLC (PORTFOLIO 2) AT COST 381,955 347,246
    THE FAIRHOLME PARTNERSHIP, LP AT COST 2,501,955 2,777,971

    TY 2013 OtherDecreasesSchedule
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Description Amount
    PUBLICLY TRADED SECURITIES CARRYING VALUE REDUCTION TO DONOR'S BASIS 4,680,932


    TY 2013 OtherExpensesSchedule
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FILING FEES 35 0   35
    LOSSES & DEDUCTIONS FROM FLOW-THRU ENTITIES 22,803 22,803   0
    CHARITABLE DEDUCTIONS FROM FLOW-THRU ENTITIES 2,309 0   2,309
    PORTFOLIO DEDUCTIONS FROM FLOW-THRU ENTITIES 125,956 125,956   0
    SECTION 988 LOSS FROM FLOW-THRU ENTITIES 475 475   0
    NONDEDUCTIBLE EXPENSES FROM PASS THROUGHS 2,120 0   0


    TY 2013 OtherIncomeSchedule2
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    CLASS ACTION PROCEEDS 607 607 607
    MELLON REBATES 513 513 513
    ROYALTY INCOME 6 6 6
    OTHER INCOME FROM PASS-THRUS 3,075 3,075 3,075


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DEXTER ENTERPRISES - INVESTMENT ADMINISTRATION 16,357 16,357   0
    DEXTER ENTERPRISES - GRANT ADMINISTRATION 49,072 0   49,072
    BNY MELLON INVESTMENT MANAGEMENT FEES 1,958 1,958   0
    CONSULTING 3,916 0   3,916


    TY 2013 TaxesSchedule
    Name:
    THE BILL AND JOAN ALFOND FOUNDATION
    C/O DEXTER ENTERPRISES INC
    EIN: 01-0421806
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL TAXES 206,500 0   0
    FOREIGN TAXES 8,367 8,367   0