Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
THE PALETTE FUND INC
 
% TERRENCE MECK
Number and street (or P.O. box number if mail is not delivered to street address)1201 BROADWAYSuite 504Room/suite
City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY10001
A Employer identification number

26-2736653
B Telephone number (see instructions)

(646) 861-3292
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$20,889,746J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 2,100
2 Check bullet
3 Interest on savings and temporary cash investments 138 138 138
4 Dividends and interest from securities...... 648,714 648,714 648,714
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 262,772
b Gross sales price for all assets on line 6a 5,357,202
7 Capital gain net income (from Part IV, line 2)... 262,772
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 151,147 151,147 151,147
12 Total. Add lines 1 through 11........ 1,064,871 1,062,771 799,999
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 110,000     110,000
14 Other employee salaries and wages...... 117,475     79,225
15 Pension plans, employee benefits....... 19,250      
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... 19,558 0 0 0
c Other professional fees (attach schedule).... Click to see attachment 228,975 93,051   135,924
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 36,329 7,326   25,752
19 Depreciation (attach schedule) and depletion... Click to see attachment 7,514    
20 Occupancy.............. 27,472     27,472
21 Travel, conferences, and meetings....... 79,295     79,295
22 Printing and publications.......... 2,925      
23 Other expenses (attach schedule)....... Click to see attachment 143,331 6,217   137,114
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 792,124 106,594 0 594,782
25 Contributions, gifts, grants paid........ 1,089,102 1,089,102
26 Total expenses and disbursements. Add lines 24 and 25 1,881,226 106,594 0 1,683,884
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -816,355
b Net investment income (if negative, enter -0-) 956,177
c Adjusted net income (if negative, enter -0-)... 799,999
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............... 34,395 611,169 611,169
2 Savings and temporary cash investments.......... 1,702,514 3,190,693 3,190,693
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) bullet2,998,768
Less: allowance for doubtful accounts bullet   3,095,647 Click to see list of attachments2,998,768 2,998,768
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........   6,779 6,779
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 4,723,568 5,401,869 6,037,095
c Investments—corporate bonds (attach schedule)........ 4,945,944 3,912,578 4,062,138
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 5,546,390 Click to see attachment3,936,397 3,983,104
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet   826,150    
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 20,874,608 20,058,253 20,889,746
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)..........   0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 20,874,608 20,058,253
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 20,874,608 20,058,253
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 20,874,608 20,058,253
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 20,874,608
2 Enter amount from Part I, line 27a..................... 2 -816,355
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 20,058,253
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 20,058,253
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 MORGAN STANELY LT 113541- SEE ATTACHED STATEMENT P 2010-01-01 2013-12-31
b MORGAN STANLEY ST 118335- SEE ATTACHED STATEMENTS P 2013-01-01 2013-12-31
c MORGAN STANLEY ST 118335- SEE ATTACHED STATEMENTSMORGAN STANLEY LT 118 P 2010-01-01 2013-12-31
d MORGAN STANLEY ST 014929- SEE ATTACHED STATEMENTS P 2013-01-01 2013-12-31
e MORGAN STANLEY LT 014929- SEE ATTACHED STATEMENTS P 2010-01-01 2013-12-31
MORGAN STANLEY ST 014425- SEE ATTACHED STATEMENTS P 2010-01-01 2013-12-31
MORGAN STANLEY ST 016428- SEE ATTACHED STATEMENTS P 2013-01-01 2013-12-31
MORGAN STANLEY LT 016428- SEE ATTACHED STATEMENTS P 2010-01-01 2013-12-31
MORGAN STANLEY ST 017125 - SEE ATTACHED STATEMENTS P 2013-01-01 2013-12-31
WELLS FARGO ST 4748-9742- SEE ATTACHED STATEMENTS P 2013-01-01 2013-12-31
WELLS FARGO LT 4748-9742- SEE ATTACHED STATEMENTS P 2010-01-01 2013-12-31
OFFICE BUILDING AND IMPROVEMENTS P 2010-12-09 2013-04-01
(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 406,282   356,000 50,282
b 109,863   111,021 -1,158
c 1,754,996   1,673,115 81,881
d 15,255   15,218 37
e 372,705   357,835 14,870
44,278   29,049 15,229
86,459   99,883 -13,424
163,019   167,874 -4,855
77,130   78,233 -1,103
377,498   375,774 1,724
1,031,091   1,011,793 19,298
879,844   818,635 61,209
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       50,282
b       -1,158
c       81,881
d       37
e       14,870
      15,229
      -13,424
      -4,855
      -1,103
      1,724
      19,298
      61,209
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 2 262,772
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 1,484,105 18,369,423 0.080792
2011 1,477,353 17,983,257 0.082152
2010 1,111,688 13,562,196 0.08197
2009 394,692 7,324,506 0.053887
2008 35,665 616,454 0.057855
2 Total of line 1, column (d) ...................... 2 0.356656
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 0.071331
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 19,600,745
5 Multiply line 4 by line 3....................... 5 1,398,141
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 9,562
7 Add lines 5 and 6......................... 7 1,407,703
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,683,884
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 9,562
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  
3 Add lines 1 and 2............................ 3 9,562
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 9,562
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 2,775
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 2,775
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8 131
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 6,918
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet   RefundedBullet 11  
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? Click to see attachment....................
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$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
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 changesClick to see attachment....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.Click to see attachment
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)
    bulletNY
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.THEPALETTEFUND.ORG
    14
    The books are in care ofbulletTERRENCE MECK Telephone no.bullet (646) 861-3292
    Located atbullet1201 BROADWAY SUITE 504NEW YORKNY ZIP+4bullet10001
    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
     
    No
    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
    TERRENCE MECK PRESIDENT
    0     		110,000 15,000  
    1201 BROADWAY
    NEW YORK,NY10001
    PETER BENASSI CHAIR
    1.0     		0    
    1201 BROADWAY
    NEW YORK,NY10001
    KRISTIN RESNANSKY SECRETARY & TREASURER
    1.0     		0    
    1201 BROADWAY
    NEW YORK,NY10001
    TODD SEARS DIRECTOR
    1.0     		0    
    1201 BROADWAY
    NEW YORK,NY10001
    BLAIRE MILANESE DIRECTOR
    1.0     		0    
    1201 BROADWAY
    NEW YORK,NY10001
    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
    RYAN FULLER CONTROLLER
    40.0     		38,250 4,250  
    1201 BROADWAY STE 504
    NEW YORK,NY10001
    CLARA RODRIGUEZ PROGRAM DIRECTOR
    40.0     		71,154    
    1201 BROADWAY STE 504
    NEW YORK,NY10001
    Total number of other employees paid over $50,000...................bullet  
    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
     
    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)
    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.)
    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
    980,037
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    9,562
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    9,562
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    970,475
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    970,475
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    970,475
    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 7 970,475
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:2011, 2010, 2009 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 4,922
    b From 2009....... 32,006
    c From 2010....... 440,424
    d From 2011....... 587,682
    e From 2012....... 584,770
    fTotal of lines 3a through e......... 1,649,804
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 1,683,884
    a Applied to 2012, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2013 distributable amount..... 970,475
    e Remaining amount distributed out of corpus 713,409
    5 Excess distributions carryover applied to 2013.    
    (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 2,363,213
    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......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		 
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		4,922
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		2,358,291
    10 Analysis of line 9:
    a Excess from 2009.... 32,006
    b Excess from 2010.... 440,424
    c Excess from 2011.... 587,682
    d Excess from 2012.... 584,770
    e Excess from 2013.... 713,409
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    RAINFOREST ACTION NETWORK
    221 PINE STREET 5TH FL
    SAN FRANCISCO,CA94104     		    CONTRIBUTION 5,250
    TRUE COLORS FUND
    330 WEST 38TH STREET SUITE 405
    NEW YORK,NY10018     		    CONTRIBUTION 27,000
    GOD'S LOVE WE DELIVER
    166 AVENUE OF THE AMERICAS
    NEW YORK,NY10013     		    CONTRIBUTION & GRANT 35,834
    THRESHOLD FOUNDATION
    PO BOX 29903
    SAN FRANCISCO,CA94129     		    CONTRIBUTION 32,000
    LGBT COMMUNITY CENTER
    1800 MARKEY STREET
    SAN FRANCISCO,CA94012     		    CONTRIBUTION 66,000
    NEW YORK ZEN CENTER
    70A GREENWICH AVE
    NEW YORK,NY10011     		    CONTRIBUTION 30,000
    BROADWAY CARES
    165 West 46th Street Suite 1300
    NEW YORK,NY10036     		    CONTRIBUTION 17,350
    AMERICAN PROGRESS CENTER
    1333 H Street NW 10th Floor
    WASHINGTON,DC20005     		    GRANT 50,000
    FRIENDS OF HIGH LINE
    529 W 20th St 8W
    NEW YORK,NY10011     		    GRANT 21,500
    FIRST DESCENTS
    767 SANTA FE DRIVE
    DENVER,CO80204     		    GRANT 25,000
    ROSIE'S THEATER KIDS
    455 WEST 45TH STREET
    NEW YORK,NY10036     		    GRANT 10,000
    FOOD FIGHT
    285 RIVERSIDE DRIVE
    NEW YORK,NY10025     		    GRANT 50,000
    EDIBLE SCHOOLYARD
    350 AVENUE X
    BROOKLYN,NY11223     		    GRANT 25,000
    JEFFREY FASHION CARES
    120 WALL STREET
    NEW YORK,NY10005     		    GRANT 100,000
    LIBERTY HILLQUEER YOUTH FUND
    6420 WILSHIRE BLVD
    LOS ANGELES,CA90048     		    GRANT 110,696
    POINT FOUNDATION
    PO BOX 60108
    LOS ANGELES,CA90060     		    GRANT 125,000
    NATIONAL LGBT CANCER NETWORK
    136 WEST 16TH STREET
    NEW YORK,NY10011     		    GRANT 12,500
    PANCAN
    1500 Rosecrans Avenue Suite 200
    MANHATTAN BEACH,CA90266     		    CONTRIBUTION 67,500
    SMITH CENTER FOR HEALING
    1632 U STREET NW
    WASHINGTON,DC20009     		    GRANT 50,000
    WELLNESS IN THE SCHOOLS
    466 West End Ave
    NEW YORK,NY10024     		    GRANT 1,553
    SHARE OUR STRENGTH
    1030 15th Street
    Washington,DC20000     		    CONTRIBUTION 5,000
    YOUNG WOMENS LEADERSHIP
    322 8th Avenue 14th Floor
    NEW YORK,NY10001     		    CONTRIBUTION 500
    ROUNDABOUT THEATRE
    231 West 39th Street Suite 1200
    NEW YORK,NY10018     		    CONTRIBUTION 5,000
    THE ULMAN CANCER FUND
    611 S Kingsley Drive
    Los Angeles,CA90000     		    CONTRIBUTION 500
    AIDS WALK NYC
    611 S Kingsley Drive
    Los Angeles,CA90000     		    CONTRIBUTION 1,000
    BAILEY HOUSE
    1751 Park Avenue
    NEW YORK,NY10035     		    CONTRIBUTION 25,000
    GILL FOUNDATION
    2215 MARKET STREET
    DENVER,CO80205     		    CONTRIBUTION 2,500
    GARRISON INSTITUTE
    14 Marys Way Route 9D
    GARRISON,NY10524     		    CONTRIBUTION 10,000
    VICTORY FUND
    1919 Connecticut Avenue
    Washington,DC20006     		    CONTRIBUTION 2,500
    VARIOUS ONLINE ORGANIZATIONS
    1201 BROADWAY
    NEW YORK,NY10001     		    CONTRIBUTION 7,419
    MOVEMENT ADVANCEMENT PROJECT
    8403 Colesville Road Suite 450
    Silver Spring,MD20910     		    GRANT 30,000
    ATHLETE ALLY
    105 W 86th St Suite 238
    New York,NY10024     		    GRANT 5,000
    CAMPUS PRIDE GRANT
    PO Box 240473
    Charlotte,NC28224     		    GRANT 2,500
    MAUTNER PROJECT
    1110 VERMONT AVE NW STE 550
    WASHINGTON,DC20005     		    GRANT 10,000
    IMMIGRATION EQUALITY
    40 Exchange Place Suite 1300
    NEW YORK,NY10005     		    GRANT 15,000
    GLAD
    30 Winter Street Suite 800
    Boston,MA02108     		    GRANT 15,000
    CENTERLINK
    P O Box 24490
    Fort Lauderdale,FL33307     		    GRANT 25,000
    NATURAL GOURMET INSTITUTE
    48 West 21st Street
    NEW YORK,NY10010     		    GRANT 10,000
    THE TREVOR PROJECT
    POB 29789
    NEW YORK,NY10087     		    GRANT 5,000
    COLUMBIA UNIVERSITY
    615 West 131st Street Room 254
    NEW YORK,NY10027     		    GRANT 5,000
    OUT2ENROLL CAMPAIGN
    Box 24490
    Fort Lauderdale,FL33307     		    GRANT 10,000
    HRC TIME TO THRIVE CONFERENCE
    1640 Rhode Island Ave NW
    Washington,DC20036     		    GRANT 5,000
    NATIONAL PROGRESSIVE LEADERSHIP
    1400 Eye St NW Suite 900
    WASHINGTON,DC20005     		    GRANT 10,000
    ASSOCIATION OF TRANS PROFESSION
    6110 S Palm Caynon Drive Ste 20
    Palm Springs,CA92264     		    GRANT 10,000
    POINT IN TIME - YOUTH COUNT
    5757 Wilshire Blvd Suite 370
    Los Angeles,CA90003     		    GRANT 10,000
    Total .................................bullet 3a 1,089,102
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    14 138  
    4 Dividends and interest from securities....     14 648,714  
    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.....     14 151,147  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 262,772  
    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)..   1,062,771  
    13Total. Add line 12, columns (b), (d), and (e)..................
    131,062,771
    (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


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    Form 990PF - Special Condition Description:
    Special Condition Description

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    TY 2013 DepreciationSchedule
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    222 WEST 14TH ST 2010-12-09 780,247 60,019 SL 39 6,562      
    IMPROVEMENTS 2010-12-09 16,103 1,239 SL 39 138      
    IMPROVEMENTS 2011-03-18 80,304 4,118 SL 39 686      
    IMPROVEMENTS 2012-11-14 14,936 64 SL 39 128      

    TY 2013 InvestmentsLandSchedule2
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value

    TY 2013 InvestmentsOtherSchedule2
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    MORGAN STANLEY CROSSROADS AT COST 515,109 515,109
    MORGAN STANLEY HEDGE AT COST    
    MSSB REAL ESTATE DEBT AT COST 324,392 331,637
    RENEWAL 2 SOCIAL FUND AT COST 141,822 141,822
    D.E. SHAW OCULUS INT'L FUND AT COST 1,997,417 1,995,140
    FRONTPOINT OFFSHORE AT COST 23,910 12,666
    STARBOARD OFFSHORE AT COST 902,008 954,991
    YORK CREDIT OFFSHORE AT COST    
    RENEWAL 3 US LIMITED AT COST 31,739 31,739

    TY 2013 LandEtcSchedule2
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    222 WEST 14TH ST        
    IMPROVEMENTS        
    IMPROVEMENTS        
    IMPROVEMENTS        


    TY 2013 OtherExpensesSchedule
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DUES AND SUBSCRIPTIONS 9,840     9,840
    INSURANCE 2,450     2,450
    MARKETING 14,234     14,234
    ANNIVERSARY EVENT 90,979     90,979
    NUTRITION 7,000     7,000
    LICENSE AND PERMITS 775     775
    OFFICE SUPPLIES 2,987     2,987
    TELEPHONE 2,893     2,893
    WEBSITE 4,546     4,546
    REPAIRS AND MAINTENANCE 502     502
    BANK SERVICE CHARGE 908     908
    OTHER EXPENSES FORM K-1 6,217 6,217    


    TY 2013 OtherIncomeSchedule2
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER INCOME FROM K-1'S 151,147 151,147 151,147


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    TY 2013 OtherNotesLoansRcvblLongSch
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653

    Borrower's Name Relationship to Insider Original Amount of Loan Balance Due Date of Note Maturity Date Repayment Terms Interest Rate Security Provided by Borrower Purpose of Loan Description of Lender Consideration Consideration FMV
    JAMMIN PROPERTIES LLC   3,150,000 2,998,768 2012-04 2032-04 MONTHLY 500 %        

    TY 2013 OtherNotesLoansRcvblShortSch2
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Name of 501(c)(3) Organization Balance Due
    JAMMIN PROPERTIES LLC
          		2,998,768


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROFESSIONAL FEES 225,627 93,051   132,576
    PAYROLL & 401K FEES 3,348     3,348


    TY 2013 TaxesSchedule
    Name:
    THE PALETTE FUND INC
    EIN: 26-2736653
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL 5,000 5,000    
    FOREIGN TAXES PAID 2,326 2,326    
    PAYROLL TAXES 29,003     25,752