TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

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

OMB No. 1545-0052

2013

Open to Public Inspection

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

Name of foundation
THE NOON FOUNDATION CO RAINES & FISCHER

Number and street (or P.O. box number if mail is not delivered to street address)555 FIFTH AVENUE - 9TH FLOOR Room/suite

City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY10017

A Employer identification number

13-3284401

B Telephone number (see instructions)

(212) 953-9200

C If exemption application is pending, check here bullet

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

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

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

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

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

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

$8,588,693J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	3,230		3,230
4	Dividends and interest from securities......	222,188		222,188
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-115
b	Gross sales price for all assets on line 6a 94,372
7	Capital gain net income (from Part IV, line 2)...			0
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).......		52	52
12	Total. Add lines 1 through 11........	225,355		225,470
13	Compensation of officers, directors, trustees, etc.	85,000		0	85,000
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		18,439	0	18,439
c	Other professional fees (attach schedule)....		5,000	0	5,000
17	Interest...............
18	Taxes (attach schedule) (see instructions)		11,243	543	10,700
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......	8,296		0	8,296
22	Printing and publications..........
23	Other expenses (attach schedule).......		3,211	147	3,064
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	131,189		690	130,499
25	Contributions, gifts, grants paid........	200,000			200,000
26	Total expenses and disbursements. Add lines 24 and 25	331,189		690	330,499
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-105,834
b	Net investment income (if negative, enter -0-)			224,780
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
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............		564,341	89,742	89,742
	2	Savings and temporary cash investments..........		2,247,604	649,114	649,114
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)		0	30,325	30,190
	b	Investments—corporate stock (attach schedule)........		1,470,152	2,301,547	2,699,646
	c	Investments—corporate bonds (attach schedule)........		1,609,937	2,086,197	1,847,811
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		2,133,628	3,085,790	3,272,190
	14	Land, buildings, and equipment: basis 3,360
		Less: accumulated depreciation (attach schedule) 3,360
	15	Other assets (describe )		322,692	0	0
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		8,348,354	8,242,715	8,588,693
		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 )		450	645
23		Total liabilities (add lines 17 through 22)..........		450	645
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........		0	0
	28	Paid-in or capital surplus, or land, bldg., and equipment fund		0	0
	29	Retained earnings, accumulated income, endowment, or other funds		8,347,904	8,242,070
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		8,347,904	8,242,070
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		8,348,354	8,242,715

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	8,347,904
2	Enter amount from Part I, line 27a.....................	2	-105,834
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	8,242,070
5	Decreases not included in line 2 (itemize)	5	0
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	8,242,070

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	300 SHS HEINZ CO	P	2012-08-21	2013-06-10
b	500 SHS MARKET VECTORS ETF	P	2013-01-09	2013-10-07
c	500 SHS FIRSTENERGY CORP	P	2011-07-28	2013-12-18
d	1000 SHS GENERAL ELECTRIC CO	P	2011-07-08	2013-02-13
e	.192 SHS BLACKROCK INTL GROWTH & INC	P	2007-05-24	2013-11-20
	.713 SHS ALLIANZ NFJ DIVID INT	P	2007-01-09	2013-11-20
	THRU INVESTMENT IN PARTNERSHIPS	P	2004-11-01	2013-12-31
	CAPITAL GAINS DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	21,750	16,634	5,116
b	25,958	27,217	-1,259
c	15,962	22,404	-6,442
d	23,312	19,049	4,263
e	2	3	-1
	13	17	-4
		9,163	-9,163
	7,375		7,375

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			5,116
b			-1,259
c			-6,442
d			4,263
e			-1
			-4
			-9,163
			7,375

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	-115
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

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

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2012	313,316	8,029,114	0.039022
2011	390,742	8,021,386	0.048713
2010	425,757	8,130,342	0.052366
2009	474,828	8,056,414	0.058938
2008	628,723	11,335,740	0.055464

2	Total of line 1, column (d) ......................	2	0.254503
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	0.050901
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	8,319,315
5	Multiply line 4 by line 3.......................	5	423,461
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	2,248
7	Add lines 5 and 6.........................	7	425,709
8	Enter qualifying distributions from Part XII, line 4..............	8	330,499
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (2013)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	4,496
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2............................	3	4,496
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	4,496
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	7,039
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	7,039
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	2,543
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax2,543	Refunded	11	0

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

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

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ 0(2) On foundation managers. bullet

$ 0

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

on foundation managers. bullet

$ 0

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

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

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

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

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

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

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

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.

Yes

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

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

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

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

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

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

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement (see instructions).................

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

Yes

Website address bullet

N/A

The books are in care of bullet

RAINES AND FISCHER LLP Telephone no. bullet

(212) 953-9200

Located at bullet

555 5TH AVENUE - 9TH FLOORNEW YORKNY ZIP+4 bullet

10017

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

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

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

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

16 No

See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the

foreign country bullet

Form 990-PF (2013)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

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

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

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

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

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

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

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

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

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

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

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

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

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

If "Yes," list the years bullet

2012, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

Yes

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

20, 20, 20, 20

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

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

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

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

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

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

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

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

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

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

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

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

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

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

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........YesNo

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

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

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

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

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

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

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

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

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

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

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

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

Form 990-PF (2013)

Page 6

Part VIII

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

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
CIPORAH TADMOR	DIRECTOR/VP 1.00	2,500	0	0
62 TISHBI STREET HAIFA,ISRAEL32000 IS	DIRECTOR/VP 1.00	2,500	0	0
THOMAS HARDY	DIRECTOR/TREASURER 1.00	2,500	0	0
935 PARK AVENUE NEW YORK,NY10028	DIRECTOR/TREASURER 1.00	2,500	0	0
ZEHEV TADMOR	DIRECTOR/PRESIDENT 20.00	75,000	0	0
TECHNION CITY HAIFA,ISRAEL32000 IS	DIRECTOR/PRESIDENT 20.00	75,000	0	0
ALAN P RAINES ESQ	DIRECTOR/SECRETARY 1.00	2,500	0	0
555 FIFTH AVENUE 9TH FL NEW YORK,NY10017	DIRECTOR/SECRETARY 1.00	2,500	0	0
CARMIT TADMOR	DIRECTOR 1.00	2,500	0	0
62 TISHBI STREET HAIFA,ISRAEL32000 IS	DIRECTOR 1.00	2,500	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................				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
NONE

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

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2013)

Page 7

Part IX-B

Summary of Program-Related Investments (see instructions)

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


2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see instructions.)

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

purposes:

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

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

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

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

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

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

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

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

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

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

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

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

Part XI

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

and do not complete this part.)

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

415,966

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

4,496

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

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

4,496

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

411,470

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

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

411,470

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

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

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

411,470

Part XII

Qualifying Distributions (see instructions)

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

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

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see instructions).................

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

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

Form 990-PF (2013)

Page 8

Part XIII

Undistributed Income (see instructions)

	(a) Corpus	(b) Years prior to 2012	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7				411,470
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......			339,425
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: $ 330,499
a Applied to 2012, but not more than line 2a			330,499
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.....				0
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 .............			8,926
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........				411,470
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)

Page 9

Part XIV

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

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

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

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

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ...........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

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

aThe name, address, and telephone number 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)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
AMERICAN SOCIETY FOR TECHNION-ISRAEL INSTITUTE OF TECHNOLOGY 55 E 59TH ST 14TH FLOOR NEW YORK,NY10022	NONE	PUBLIC CHARITY	RESEARCH / EDUCATION	200,000
Total ................................. 3a				200,000

bApproved for future payment

Total ................................. 3b				0

Form 990-PF (2013)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............			14	3,230
4 Dividends and interest from securities....			14	222,188
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	52
8 Gain or (loss) from sales of assets other than inventory .............			18	-115
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		225,355	0

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

13225,355

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)
13	TO PROVIDE SUPPORT FOR AMERICAN SOCIETY FOR TECHNION-
13	ISRAEL INSTITUTE OF TECHNOLOGY

Form 990-PF (2013)

Page 12

Part XVII

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

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

Yes

organizations?

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

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

Form 990-PF (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2013 AccountingFeesSchedule

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	18,439	0		18,439

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Name of Bond	End of Year Book Value	End of Year Fair Market Value
14,407 SHS BLACKROCK INTERNATIONAL GROWTH & INCOME	238,055	117,129
10,000 SHS EATON VANCE TAX-MANAGED GLOBAL DIVERSIFIED FUND	190,341	100,000
10,019 SHS ALLIANZGI NFJ DIVIDEND INTEREST & PREMIUM STRATEGY FUND	235,359	177,436
300M CITIGROUP INC. 5.125% DUE 5/5/14	298,134	304,383
350M GOLDMAN SACHS GROUP INC. 6% DUE 6/15/20	378,686	401,303
250M MORGAN STANLEY NOTES 5.55% DUE 4/27/17	269,345	278,880
13,599.163 SHS LORD ABBETT FLOATING RATE FUND	129,065	129,328
4,500 SHS NUVEEN BUILD AMERICA BOND FUND	81,820	82,980
8,706.452 SHS PIMCO UNCONSTRAINED BOND FUND	100,372	96,467
16,745.944 SHS PUTNAM DIVERSIFIED INCOME TRUST FUND	130,254	130,619
35,000 SHS BARCLAYS BANK 3.5% DUE 1/29/38	34,766	29,286

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Name of Stock	End of Year Book Value	End of Year Fair Market Value
4,000 SHS ING GROEP NV 7.2%	99,965	101,600
500 SHS AMERICAN ELEC PWR CO	18,784	23,370
3,000 SHS ANNALY CAPITAL MANAGEMENT INC	49,207	29,910
1,000 SHS AT&T INC.	29,909	35,160
1,000 SHS BROOKFIELD INFRASTRUCTURE PART	23,277	39,220
500 SHS DOMINION RESOURCES INC.	24,094	32,345
666 SHS DUKE ENERGY CORP	39,777	45,961
500 SHS EXELON CORP	21,884	13,695
500 SHS EXXON MOBIL CORP	41,661	50,600
1,000 SHS HAWAIIAN ELEC INDS	24,563	26,060
500 SHS JPMORGAN & CHASE CO	20,355	29,240
500 SHS LIBERTY PPTY TR SHS	16,432	16,935
500 SHS NATIONAL GRID	24,994	32,660
1,500 SHS NEW YORK COMMUNITY BANCORP	22,528	25,275
300 SHS PEPSICO INC.	20,430	24,882
1,000 SHS PFIZER INC.	19,817	30,630
600 SHS PLUM CREEK TIMBER CO INC.	24,594	27,906
300 SHS PROCTER & GAMBLE CO	19,404	24,423
500 SHS SEMPRA ENERGY	25,760	44,880
600 SHS SOUTHERN CO	24,396	24,666
500 SHS WAL-MART STORES INC.	28,376	39,345
700 SHS WASTE MANAGEMENT INC.	25,097	31,409
3,500 SHS VODAFONE GP PLC	98,519	137,585
400 SHS AMERICAN EXPRESS CO	23,125	36,292
1,000 SHS BP PLC ADR	42,869	48,610
500 SHS CVS CAREMARK CORP	24,188	35,785
200 SHS CHEVRON CORP	20,603	24,982
600 SHS COCA COLA	22,118	24,786
400 SHS CONOCOPHILLIPS	23,148	28,260
400 SHS CONSOLIDATED EDISON	23,711	22,112
1,500 SHS DELTA NAT GAS INC	31,180	33,570
700 SHS GENERAL MILLS INC	28,091	34,937
400 SHS GENUINE PARTS CO	25,632	33,276
400 SHS HONEYWELL	23,631	36,548
2,000 SHS INTEL CORP	49,532	51,910
900 SHS JOHNSON & JOHNSON	62,047	82,431
900 SHS KELLOGG COMPANY	49,260	54,963
500 SHS KIMBERLY CLARK CORP	40,475	52,230
200 SHS KRAFT FOODS GROUP	8,126	10,782
300 SHS LOCKHEED MARTIN CORP	28,109	44,598
200 SHS MCDONALDS CORP	19,437	19,406
500 SHS MERCURY GENERAL CORP	21,381	24,855
1,700 SHS MICROSOFT CORP	49,210	63,597
600 SHS MONDELEZ INTL	15,032	21,180
600 SHS NATIONAL FUEL GAS CO	31,972	42,840
200 SHS PHILLIPS 66 COM	6,879	15,426
500 SHS RAYTHEON CO	27,033	45,350
1,000 SHS SOUTHERN COPPER CO	28,744	28,710
300 SHS UNITED PARCEL SVC INC	23,333	31,524
400 SHS UNITED TECHNOLOGIES CORP	32,286	45,520
700 SHS VERIZON COMMUNICATIONS	26,444	34,398
600 SHS WALGREEN COMPANY	21,385	34,464
1,500 SHS WESTERN UNION CO	26,639	25,875
500 SHS HEALTH CARE REIT INC	28,314	26,785
800 SHS AUTOMATIC DATA PROCESSING INC	47,366	64,639
1,000 SHS COLGATE-PALMOLIVE CO	53,599	65,210
500 SHS DR. PEPPER SNAPPLE GROUP INC	22,884	24,360
1,000 SHS DUNKIN BRANDS GROUP INC	36,906	48,200
1,000 SHS KINDER MORGAN INC	36,616	36,000
1,000 SHS MAIN ST CAP CORP	29,872	32,690
4,000 SHS MARKET VECTORS ETF	217,756	217,960
1,000 SHS NEW RESIDENTIAL INVESTMENT CORP	6,890	6,680
1,000 SHS NEWCASTLE INVESTMENT CORP	5,519	5,740
300 SHS NEXTERA ENERGY INC	25,630	25,686
2,000 SHS PROSPECT CAP CORP	22,499	22,440
300 SHS QUALCOMM INC	19,725	22,275
600 SHS SPDR GOLD TRUST	96,294	69,672
500 SHS TARGET CORP	30,334	31,635
500 SHS WELLS FARGO & CO	21,900	22,700

- TIN:

TY 2013 InvestmentsGovtObligationsSch

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

US Government Securities - End of Year Book Value:

US Government Securities - End of Year Fair Market Value:

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

30,325

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

30,190

- TIN:

TY 2013 InvestmentsOtherSchedule2

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
INVESTMENT FUNDS	AT COST	2,561,969	2,571,689
INVESTMENT IN PARTNERSHIP	AT COST	255,233	431,913
SIGNATURE CD	AT COST	268,588	268,588

- TIN:

TY 2013 OtherAssetsSchedule

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
REDEMPTION RECEIVABLE	322,692	0	0

- TIN:

TY 2013 OtherExpensesSchedule

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
STATE FILING FEES	250	0	250
MEALS & ENTERTAINMENT	1,206	0	1,206
BANK CHARGES & MISCELLANEOUS EXPENSE	568	147	421
OFFICE EXPENSES	192	0	192
LOCAL TRANSPORTATION	201	0	201
DUES & SUBSCRIPTIONS	794	0	794

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
LOSS ON FOREIGN CURRENCIES	-46	-46	-46
THRU INVESTMENT IN PARTNERSHIP	98	98	98

- TIN:

TY 2013 OtherLiabilitiesSchedule

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Description	Beginning of Year - Book Value	End of Year - Book Value
CREDIT CARD PAYABLE	450	645

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT ADVISORY FEE	5,000	0		5,000

- TIN:

TY 2013 TaxesSchedule

Name:

THE NOON FOUNDATION CO RAINES & FISCHER

EIN: 13-3284401

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAX PAID	543	543		0
FEDERAL EXCISE TAXES	10,700	0		10,700