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 JUNE FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)5757 WILSHIRE BLVD SUITE 345   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
LOS ANGELES, CA90036
A Employer identification number

95-4745292
B Telephone number (see instructions)

(323) 648-3292
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$17,523,534J 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) 556,396
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 1,064,659 1,059,757  
5a Gross rents.............. 16,976 16,976  
b Net rental income or (loss) 16,976
6a Net gain or (loss) from sale of assets not on line 10 1,049,255
b Gross sales price for all assets on line 6a 32,901,130
7 Capital gain net income (from Part IV, line 2)... 1,049,255
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 39,561 320  
12 Total. Add lines 1 through 11........ 2,726,847 2,126,308  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 102,547 51,273   51,274
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 107 54   53
b Accounting fees (attach schedule)....... Click to see attachment 11,683 5,842   5,841
c Other professional fees (attach schedule)....        
17 Interest............... 17,427 17,427   0
18 Taxes (attach schedule) (see instructions) Click to see attachment 12,722 7,695   4,867
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 252,078 249,143   1,432
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 396,564 331,434   63,467
25 Contributions, gifts, grants paid........ 820,392 820,392
26 Total expenses and disbursements. Add lines 24 and 25 1,216,956 331,434   883,859
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,509,891
b Net investment income (if negative, enter -0-) 1,794,874
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 1,706,681 1,886,638 1,886,638
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) bullet2,422,186
Less: allowance for doubtful accounts bullet0 231,953 2,422,186 2,422,186
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule) 92,611 Click to see attachment92,611 96,993
b Investments—corporate stock (attach schedule)........ 6,206,480 Click to see attachment4,261,134 4,283,851
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)........... 7,520,478 Click to see attachment8,608,616 8,833,866
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) 15,758,203 17,271,185 17,523,534
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) Click to see attachment0 Click to see attachment3,085
23 Total liabilities (add lines 17 through 22).......... 0 3,085
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 15,758,203 17,268,100
30 Total net assets or fund balances (see page 17 of the
instructions).................... 15,758,203 17,268,100
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 15,758,203 17,271,185
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 15,758,203
2 Enter amount from Part I, line 27a..................... 2 1,509,891
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 6
4 Add lines 1, 2, and 3.......................... 4 17,268,100
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 17,268,100
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 PASS-THROUGH CMRA ASSOCIATES LLC P   2013-12-31
b PASS-THROUGH ALTAIR GLOBAL CREDIT OPPORTUNITIES FUND (A) LLC P   2013-12-31
c PASS-THROUGH ALTAIR GLOBAL CREDIT OPPORTUNITIES FUND (A) LLC P   2013-12-31
d PASS-THROUGH SPECIAL SITUATIONS FUND LLC P   2013-12-31
e PASS-THROUGH SPECIAL SITUATIONS FUND LLC P   2013-12-31
PASS-THROUGH SPECIAL SITUATIONS FUND LLC P   2013-12-31
PASS-THROUGH CANYON DISTRESSED OPP FD P   2013-12-31
PASS-THROUGH CANYON DISTRESSED OPP FD P   2013-12-31
PASS-THROUGH CANYON DISTRESSED OPP FD P   2013-12-31
CHASE MERRITT LOSS ON DISPOSITION P   2013-12-31
INTERACTIVE BROKERS     2013-12-31
FIDELITY 1291 - SALES     2013-12-31
FIDELITY 3942     2013-12-31
FIDELITY 9263     2013-12-31
CAPITAL GAINS DIVIDENDS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 69,539     69,539
b 27,501     27,501
c 82,699     82,699
d 253     253
e 2,587     2,587
    31 -31
14,404     14,404
29,544     29,544
    865 -865
    21,796 -21,796
24,887,035   24,491,562 395,473
285,491   258,830 26,661
4,822,468   4,833,337 -10,869
2,669,575   2,245,454 424,121
10,034     10,034
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       69,539
b       27,501
c       82,699
d       253
e       2,587
      -31
      14,404
      29,544
      -865
      -21,796
      395,473
      26,661
      -10,869
      424,121
      10,034
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 1,049,255
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 784,910 16,194,716 0.048467
2011 853,763 16,762,509 0.050933
2010 562,622 15,441,440 0.036436
2009 563,655 12,404,775 0.045439
2008 281,929 9,879,891 0.028536
2 Total of line 1, column (d) ...................... 2 0.209811
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 0.041962
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 17,092,357
5 Multiply line 4 by line 3....................... 5 717,229
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 17,949
7 Add lines 5 and 6......................... 7 735,178
8 Enter qualifying distributions from Part XII, line 4.............. 8 883,859
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 17,949
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 17,949
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 17,949
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 11,334
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 45,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 56,334
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 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 38,385
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet38,385 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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
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)
    bulletCA
    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
    Yes
     
    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 ofbulletMATTHEW KEST Telephone no.bullet (323) 648-3292
    Located atbullet5757 WILSHIRE BLVD SUITE 345LOS ANGELESCA ZIP+4bullet90036
    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
     
     
    .........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
    MICHAEL KEST PRESIDENT
    2.00     		0 0 0
    5757 WILSHIRE BLVD SUITE 345
    LOS ANGELES,CA90036
    MATTHEW KEST CFO
    40.00     		102,547 0 0
    5757 WILSHIRE BLVD SUITE 345
    LOS ANGELES,CA90036
    YOSEF MANELA SECRETARY
    1.00     		0 0 0
    5757 WILSHIRE BLVD SUITE 345
    LOS ANGELES,CA90036
    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
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 N/A 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
    854,618
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    17,949
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    17,949
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    836,669
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    836,669
    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
    836,669
    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 7 836,669
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 753,425
    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: bullet$ 883,859
    a Applied to 2012, but not more than line 2a 753,425
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		Click to see attachment50,000
    d Applied to 2013 distributable amount..... 80,434
    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 50,000
    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 ..........     		756,235
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		50,000
    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).)
    MICHAEL KEST
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AHAVAS CHAVEIRIM
    944 51ST ST
    BROOKLYN,NY11219     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    AISH LOS ANGELES
    1417 S DOHENY DRIVE
    LOS ANGELES,CA90035     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 750
    AISH TAMID OF LOS ANGELES
    5909 W 3RD STREET
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    AMER FRIENDS OF ISRAEL COLLEGE FOR WOMAN
    7041 153RD ST
    FLUSHING,NY11367     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    AMERICAN FRIENDS OF NESIVOS AHRON
    79 W MONROE ST 1119
    CHICAGO,IL60603     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 250
    ARACHIM
    629 NORTH ALTA VISTA
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,760
    AVIR YAAKOV
    105 CLINTON LN
    SPRING VALLEY,NY10977     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 180
    BAIS AHARON
    1430 14TH ST
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    BAIS CHABAD OF FARMINGTON HILLS
    32000 MIDDLEBELT ROAD
    FARMINGTON HILLS,MI48334     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 180
    BAIS GAVRIEL
    143 N FORMOSA AVE
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    BAIS SPINKA YAM
    117 KEAP ST
    BROOKLYN,NY11211     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    BAIS YAAKOV LOS ANGELES
    7353 BEVERLY BL
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,000
    BEIT AHARON
    55-39 MYRTLE AVE
    RIDGEWOOD,NY11385     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    BELMAR YESHIVA
    100 GRAND AVE
    OCEAN,NJ07712     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    BENSALEM KOLLEL & OUTREACH CENTER
    2446 BRISTOL RD
    BENSALEM,PA19020     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    BNOS ESTHER
    116 N LA BREA AVE
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 54
    BNOS MENACHEM
    739 E NEW YORK AVE
    BROOKLYN,NY11203     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 360
    BNOS YISROEL VIZNITZ
    1 SCHOOL TERRACE
    MONSEY,NY10952     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    CENTER FOR INTEGRATIVE ONCOLOGY
    107 SPENCER LANE
    STATE COLLEGE,PA16801     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 35
    CHAI LIFELINE WEST COAST
    9233 W PICO BLVD STE 200
    LOS ANGELES,CA90035     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 150
    CONG BEIS MAIM
    2625 SW 3RD AVE
    MIAMI,FL33129     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    CONG CHAYE OLOM
    104 FRANCIS PL
    SPRING VALLEY,NY10977     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    CONG ETZ CHAIM
    1555 E 7TH ST
    BROOKLYN,NY11230     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 6,100
    CONG EZRAS YISROEL
    1423 44TH ST
    BROOKLYN,NY11219     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,500
    CONG KOL SIMCHA
    51 HARRISON AVE
    BROOKLYN,NY11211     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    CONG SONS OF ISRAEL
    1642 41ST ST
    BROOKLYN,NY11218     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,000
    CONGREGATION AGUDAS TOMCHEIM
    2117 UNION ST
    SCHENECTADY,NY12309     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    CONGREGATION ANSHEI FALLSBURG
    84 LAUREL PARK RD
    FALLSBURG,NY12733     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    CONGREGATION BAIS NAFTOLI
    221 S LA BREA AVE
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 180
    CONGREGATION BAIS YITZCHOK
    82-35 SURREY PLACE
    JAMAICA ESTATES,NY11432     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 5,000
    CONGREGATION KAHAL YIREI HASHEM
    1556 53RD ST
    BROOKLYN,NY11219     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 180
    CONGREGATION KIRUV KROVIM
    1317 E 8TH ST
    BROOKLYN,NY11230     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 25
    CONGREGATION LEVI YITZCHOK
    356 N LA BREA AVE
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 200
    CONGREGATION SHAAREI TVUNA
    54 BIRCH STREET
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    CONGREGATION TOLDOS AVRAHAM YITZCHAK
    36 HARRISON AVE
    BROOKLYN,NY11211     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    CONGREGATION ZICHRON MOSHE
    1441 MONMOUTH AVENUE
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 250
    EZRAS ISRAEL
    7001 N CALIFORNIA AVE
    CHICAGO,IL60645     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    FIDELITY CHARITABLE GIFT FUND
    200 SEAPORT BLVD Z3B
    BOSTON,MA02210     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 750,000
    FRIENDS OF ADERES HATORAH
    1072 MADISON AVE
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    FRIENDS WITH DIABETES INC
    31 HERRICK AVE B
    SPRING VALLEY,NY10977     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    HAAZINU CHARITABLE FOUNDATION
    23 EMPIRE LN
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    HACHNASSAT KALLAH OF GREATER LOS ANGELES
    4929 WILSHIRE BLVD
    LOS ANGELES,CA90010     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    HATZOLO
    1880 OCEAN AVE
    NEW YORK,NY11230     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    HEBREW DISCOVERY CENTER
    19819 VENTURA BLVD
    WOODLAND HILLS,CA91364     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    HEBREW FREE BURIAL ASSOCIATES
    224 WEST 35TH STREET ROOM 300
    NEW YORK,NY10001     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 36
    HERITAGE HOUSE
    2212 PLACENTIA AVE
    COSTA MESA,CA92627     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    JEWISH HERITAGE CENTER
    6829 MAIN ST
    FLUSHING,NY11367     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 300
    JEWISH LEARNING EXCHANGE
    512 N LA BREA AVE
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 450
    KARLIN STOLIN
    1818 54TH ST
    BROOKLYN,NY11204     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    KEDUSHAS PINCHAS
    1063 54TH STREET
    BROOKLYN,NY11219     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 250
    KEHILAS YAAKOV
    2 OMNI CT
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 250
    KEREN EZRAS AVOS
    PO BOX 181
    FAIRLAWN,NJ07410     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    KEREN HACHESSED
    555 BEDFORD ST
    BROOKLYN,NY11211     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    KEREN ORAH
    45 CIRCLE PL
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    KIDS OF COURAGE
    445 CENTRAL AVE SUITE 216
    CEDARHURST,NY11516     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 360
    KOLLEL BELZ
    12 MAPLE TERRACE
    MONSEY,NY10952     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    KOLLEL IMRAI KOHAN
    270 MILL RD
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 250
    KOLLEL MEOR YITZCHOK
    10 HAWK ST
    SPRING VALLEY,NY10977     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,000
    KOLLEL NER BINYOMIN
    37 WHITE DOVE CT
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 200
    KOLLEL ZICHRON SCHNEUR
    55 W MAPLE AVE
    MONSEY,NY10952     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    KOLLEL ZICHRON YOSEF
    1524 E 17TH ST
    BROOKLYN,NY11230     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    LA LADIES BIKUR CHOLIM
    8489 W 3RD ST
    LOS ANGELES,CA90048     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    LADIES AUX OF YESHIVA ORCHOS CHAIM
    410 OBERLIN AVE S
    LAKEWOOD TOWNSHIP,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 15
    LAKEWOOD CHEDER
    520 JAMES ST
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    LEV ROCHEL BIKUR CHOLIM OF LAKEWOOD
    93 PROSPECT ST
    LAKEWOOD TOWNSHIP,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 250
    LINK
    1453 S ROBERTSON BLVD
    LOS ANGELES,CA90035     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    MAASEH CHESED GEMACH
    199 LEE AVE PMB 221
    BROOKLYN,NY11211     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,800
    MACHON AVODA BERURA - NEFESH SHLOMO
    1317 E 8TH STREET
    BROOKLYN,NY11230     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    MARBEH TZEDAKA
    345 N LA BREA SUITE 208
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    MATAN B'SETER BAMBI
    1667 54TH STREET
    BROOKLYN,NY11204     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    MBY CHARITY FUND
    6022 W PICO BLVD
    LOS ANGELES,CA90035     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,500
    MERKAZ HATORAH
    9301 WILSHIRE BLVD STE 507
    BEVERLY HILLS,CA90210     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    MESIFTA OF LAKEWOOD
    801 W KENNEDY BLVD
    LAKEWOOD TOWNSHIP,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    METZAD CONGREGATION
    662 LEFFERTS AVE
    BROOKLYN,NY11203     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    MICHAEL DORF
    309 N SYCAMORE AVE APT 26
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 200
    MISAMEACH
    326 3RD ST
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    MOSDOS RADISHITZ
    3054 BEDFORD AVE
    BROOKLYN,NY11210     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    OHEL MOSHE
    8644 WEST PICO BLVD
    LOS ANGELES,CA90035     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    OHR HAMEIR SEMINARY
    141 FURNACE WOODS RD
    CORTLANDT MANOR,NY10567     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    OHR SHALOM V'CHESED JERUSALEM
    183 WILSON ST PMB 444
    BROOKLYN,NY11211     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 180
    SCRANTON COMMUNITY KOLLEL
    600 MONROE AVE
    SCRANTON,PA18510     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    SG CHESED FUND
    615 FOREST AVE
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 180
    SHAAREI TORAH
    334 N LA BREA AVE
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 380
    SIACH YITZCHOK
    15-13 CENTRAL AVE
    QUEENS,NY11691     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    STAM GEMILAS CHESED FUND INC
    615 FOREST AVE
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    TALMUD TORAH IMREI CHAIM
    1824 53RD ST
    NEW YORK,NY11204     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 180
    TAT MESIFTA OF GREATER LOS ANGELES
    115 MUREAU ROAD
    CALABASAS,CA91302     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    THE TZEDAKAH FUND
    6006 BERKELEY AVE
    BALTIMORE,MD21209     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,000
    TIFERES BACHRIM
    17 CAMEO RIDGE RD
    MONSEY,NY10952     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    TIFERES CHAIM
    1802 AVENUE O
    BROOKLYN,NY11230     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    TORAH CENTERS OF AMERICA
    1616 KRESSON RD
    CHERRY HILL,NJ08003     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 200
    TORAH UMESORAH
    620 FOSTER AVENUE
    BROOKLYN,NY11230     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 2,000
    TORAH V'CHESED
    6407 ORANGE ST
    WEST HOLLYWOOD,CA90048     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 200
    TORAS CHAIM
    999 RIDGE AVE
    LAKEWOOD TOWNSHIP,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 576
    TORAS CHESED R'MEIR SOLEVECHIK
    910 MONMOUTH AVE
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    TZEDAKA FUND
    42 W 38TH ST RM 901
    NEW YORK,NY10018     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,960
    TZEMACH TZADIK
    6 ROSS ST
    BROOKLYN,NY11211     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    VALLEY TORAH HIGH SCHOOL
    12517 CHANDLER BLVD
    VALLEY VILLAGE,CA91607     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 575
    WCVH
    7200 BEVERLY BLVD
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    WEST COAST VAAD HACHESED
    7200 BEVERLY BLVD
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 20,416
    YAD EFRAIM
    1274 49TH STREET 69
    BROOKLYN,NY11219     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVA CHAYEI OLAM
    14 EAST ELEVENTH STREET
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVA DERECH CHAIM
    1573 39TH ST
    BROOKLYN,NY11218     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVA DVAR TORAH
    7 WHISPERING PINES LN
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    YESHIVA GEDOLA OF BAYSWATER
    88-08 ROCKAWAY BEACH BLVD
    QUEENS,NY11693     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVA GEDOLA OF PATTERSON
    555 15TH AVE
    PATERSON,NJ07504     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    YESHIVA KARLIN STOLIN BETH ARON VEISRAEL
    1818 54TH ST
    BROOKLYN,NY11204     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 600
    YESHIVA KESER DOVID
    1549 50TH ST
    BROOKLYN,NY11219     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 300
    YESHIVA NER ARYEH
    12422 CHANDLER BLVD
    VALLEY VILLAGE,CA91607     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    YESHIVA OF SPRINGFIELD
    1148 CONVERSE ST
    LONGMEADOW,MA01106     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVA OF THE TELSHE ALUMNI
    4904 INDEPENDENCE AVENUE
    RIVERDALE,NY10471     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 1,800
    YESHIVA OHR CHANOCH
    8906 W PICO BLVD
    LOS ANGELES,CA90035     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    YESHIVA OHR MOSHE
    1270 52ND ST
    NEW YORK,NY11219     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    YESHIVA ORCHOS CHAIM
    410 OBERLIN AVE S
    LAKEWOOD TOWNSHIP,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 2,650
    YESHIVA RAV ISACSOHN TORAS EMES
    7223 BEVERLY BLVD STE 201
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 500
    YESHIVA RUACH HATORAH
    1450 OCEAN AVE
    BROOKLYN,NY11230     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVA TALCHAIM
    343 OCEAN PKWY
    BROOKLYN,NY11218     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 100
    YESHIVA TEFERES BORUCH SPRINGFIELD
    112 LINDEN AVE
    NORTH PLAINFIELD,NJ07060     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVA TORAS CHAIM
    999 RIDGE AVE
    LAKEWOOD TOWNSHIP,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVA YESODEI HATORAH
    24 MANOR HOUSE RD
    NEWTON,MA02459     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVAS HACHAYIM
    247 S CITRUS AVE
    LOS ANGELES,CA90036     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    YESHIVAS RADIN
    12 KLETSK HILL RD
    LAKEWOOD,NJ08701     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 50
    ZICHRON MENACHEM
    3054 BEDFORD AVE
    BROOKLYN,NY11210     		  PUBLIC CHARITY PUBLIC SUPPORT OF ORGANIZATION MISSION 180
    Total .................................bullet 3a 820,392
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 1,064,659  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property...... 531390   16 16,976  
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....     01 39,561  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 1,049,255  
    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 2,170,451 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    132,170,451
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2013
    Name of the organization
    THE JUNE FOUNDATION
     
    Employer identification number

    95-4745292
    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 JUNE FOUNDATION
          		Employer identification number

    95-4745292
    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
     
     

    KEST 2009 CHARITABLE LEAD TRUST NO  
    5150 OVERLAND AVE
     
    CULVER CITY, CA90230

    		$200,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
     
     

    KEST 2009 CHARITABLE LEAD TRUST NO  
    5150 OVERLAND AVE
     
    CULVER CITY, CA90230

    		$306,396


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    3
     
     

    GOLDRICH FAMILY FOUNDATION  
    5150 OVERLAND AVE
     
    CULVER CITY, CA90230

    		$50,000


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    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 JUNE FOUNDATION
          		Employer identification number

    95-4745292
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 4
    Name of organization
    THE JUNE FOUNDATION
          		Employer identification number

    95-4745292
    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 JUNE FOUNDATION
    EIN: 95-4745292
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 11,683 5,842   5,841

    TY 2013 DistributionFromCorpusElection
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Election:
    PURSUANT TO IRC SEC. 4942(H)(2) AND REG. 53.4942(A)-3(D)(2), THE ABOVE REFERENCED FOUNDATION HEREBY ELECTS TO TREAT $50,000 OF CURRENT YEAR QUALIFYING DISTRIBUTIONS IN EXCESS OF THE IMMEDIATELY PRECEDING TAX YEAR'S UNDISTRIBUTED INCOME AS BEING MADE OUT OF CORPUS.

    TY 2013 GeneralExplanationAttachment
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Identifier Return Reference Explanation
    CONTRIBUTION TO DONOR ADVISED FUND - PART VII-A, LINE 12 990-PF PART VII-A LINE 12 RECIPIENT: FIDELITY CHARITABLE GIFT FUND AMOUNT TREATED AS QUALIFYING DISTRIBUTION $750,000HOW DISTRIBUTION ACCOMPLISHES CHARITABLE PURPOSE: THE JUNE FOUNDATION CONTRIBUTED $750,000 TO A DONOR ADVISED FUND AT THE FIDELITY CHARITABLE GIFT FUND. THE FIDELITY CHARITABLE GIFT FUND IS RECOGNIZED BY THE INTERNAL REVENUE SERVICE (IRS) AS A 501(C)(3) CHARITABLE ORGANIZATION AND IS ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE PURPOSES. FIDELITY CHARITABLE IS THE BRAND NAME FOR THE FIDELITY CHARITABLE GIFT FUND, AN INDEPENDENT PUBLIC CHARITY, ESTABLISHED IN 1991 WITH THE MISSION TO FURTHER THE AMERICAN TRADITION OF PHILANTHROPY BY PROVIDING PROGRAMS THAT MAKE CHARITABLE GIVING SIMPLE AND EFFECTIVE. THE INDEPENDENT BOARD OF TRUSTEES IS RESPONSIBLE FOR OVERSEEING ALL ASPECTS OF OPERATIONS PERFORMED BY FIDELITY CHARITABLE.SINCE ITS INCEPTION, THE FIDELITY CHARITABLE GIFT FUND HAS HELPED DONORS SUPPORT OVER 180,000 NONPROFIT ORGANIZATIONS WITH MORE THAN $18 BILLION IN GRANTS. THE 2014 YEAR-TO-DATE TOTAL GRANTED TO PUBLIC CHARITIES IS OVER $1,900,000 AS OF NOVEMBER 2014.ADDITIONAL INFORMATION IS AVAILABLE AT WWW.FIDELITYCHARITABLE.ORG

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Name of Stock End of Year Book Value End of Year Fair Market Value
    CHARLES SCHWAB - 5109-6978 0 0
    INTERACTIVE BROKERS - 518854 883,577 1,013,665
    LUMINOUS CAPITAL - 213942 1,632,733 1,627,321
    LUMINOUS CAPITAL - 269263 637,700 366,652
    MONARCH CAPITAL - 031291 932,124 1,101,213
    MONARCH CAPITAL - 031305 175,000 175,000

    TY 2013 InvestmentsGovtObligationsSch
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    US Government Securities - End of Year Book Value:

    92,611
    US Government Securities - End of Year Fair Market Value:

    96,993
    State & Local Government Securities - End of Year Book Value:


    0
    State & Local Government Securities - End of Year Fair Market Value:


    0


    TY 2013 InvestmentsOtherSchedule2
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    CHASE MERRITT FUND II K-1 AT COST 0 0
    CMRA ASSOCIATES K-1 AT COST 0 0
    CMRA MANAGEMENT K-1 AT COST 0 0
    LUMINOUS CAPITAL RIMROCK K-1 AT COST 1,923,422 2,511,798
    LUMINOUS CAPITAL US FARMING REALTY FD LP AT COST 948,973 1,059,275
    CANYON DISTRESSED OPPORTUNITY FD AT COST 490,231 553,440
    GLOBAL CREDIT OPP FD FKA SENIOR CREDIT FUND A K-1 AT COST 1,083,134 1,159,440
    SPECIAL SITUATIONS FUND K-1 AT COST 363,418 421,896
    CIBC WORLD MARKETS INC VISION OPP FD TRUST AT COST 921,182 1,067,452
    EASTSIDE CENTURY PARTNERS AT COST 1,218,005 370,406
    LC GOF III AT COST 517,350 537,658
    DIRECT LENDING FUND LLC AT COST 144,183 152,501
    ALTAIR MARATHON SOF, LLC AT COST 499,278 500,000
    ALTAIR PCOF, LLC AT COST 499,440 500,000

    TY 2013 LegalFeesSchedule
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 107 54   53


    TY 2013 OtherExpensesSchedule
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FEES 135,244 135,244   0
    INTERACTIVE BROKERS - PYMTS IN LIEU OF DIVIDENDS - SHORT ACCOUNT 20,691 20,691   0
    PORTFOLIO DEDUCTIONS - ALTAIR RIMROCK 26,777 26,777   0
    PORTFOLIO DEDUCTIONS - DIRECT LENDING FUND LLC 1,884 1,884   0
    PORTFOLIO DEDUCTIONS - GLOBAL CREDIT OPP FD-A LP 24,952 24,952   0
    PORTFOLIO DEDUCTIONS - US FARMING REALTY FUND LP 12,862 12,862   0
    PORTFOLIO DEDUCTIONS - SPECIAL SITUATIONS FUND 11,555 11,555   0
    OTHER DEDUCTIONS - SPECIAL SITUATIONS FUND 461 461   0
    PORTFOLIO DEDUCTIONS - GOF II LP 3,553 3,553   0
    PORTFOLIO DEDUCTIONS - ALTAIR MARATHON SOF LLC 724 724   0
    PORTFOLIO DEDUCTIONS - ALTAIR PCOF LLC 561 561   0
    PORTFOLIO DEDUCTIONS - CANYON DISTRESSED OPP FD 8,493 8,493   0
    EASTSIDE CENTURY PARTNERS NON DEDUCTIBLE EXP K-1 1,369 0   0
    CANYON DISTRESSED OPP FD NON DEDUCTIBLE EXP K-1 46 0   0
    SPECIAL SITUATIONS FD NON DEDUCTIBLE EXP K-1 28 0   0
    CMRA ASSOC NON DEDUCTIBLE EXP K-1 28 0   0
    US FARMING NON DEDUCTIBLE EXP K-1 32 0   0
    BANK SERVICE CHARGES 75 37   38
    PAYROLL SERVICE FEES 885 443   442
    TELEPHONE 806 403   403
    SECRETARY OF STATE FILING FEES 45 0   45
    WORKERS COMP INSURANCE 1,007 503   504


    TY 2013 OtherIncomeSchedule2
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    SPECIAL SITUATIONS FUND K-1 12,620 12,620 12,620
    CANYON DISTRESSED OPP FD K-1 PORTFOLIO INCOME -9,623 -9,623 -9,623
    ALTAIR GLOBAL CREDIT OPP FUND A LLC 3,006 3,006 3,006
    CMRA MANAGEMENT LLC -5,683 -5,683 -5,683
    IRS TAX REFUND 2011 24,241 0 24,241
    IRS TAX REFUND 2010 5,000 0 5,000
    FTB TAX REFUND 2011 FORM 109 10,000 0 10,000


    TY 2013 OtherIncreasesSchedule
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Description Amount
    KEST FAMILY FOUNDATION DISTRIBUTION 6


    TY 2013 OtherLiabilitiesSchedule
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Description Beginning of Year - Book Value End of Year - Book Value
    PAYROLL TAX PAYABLE 0 3,085


    TY 2013 TaxesSchedule
    Name:
    THE JUNE FOUNDATION
    EIN: 95-4745292
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CA FRANCHISE TAX BOARD - DUE WITH 2012 FORM 199 10 0   0
    FOREIGN TAX WITHHELD ON DIVIDENDS 2,452 2,452   0
    FOREIGN TAX PASSTHROUGH FROM GLOBAL CR OPP FD 369 369   0
    FOREIGN TAX PASSTHROUGH FROM SPECIAL SITUATIONS FD 8 8   0
    REGISTRY OF CHARITABLE TRUSTS 150 0   0
    PAYROLL TAX 9,733 4,866   4,867