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.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 07-01-2015 , and ending 06-30-2016
Name of foundation
The Duffield Family Foundation
DBA Maddie's Fund
Number and street (or P.O. box number if mail is not delivered to street address)6150 Stoneridge Mall Road No 125
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Pleasanton, CA94588
A Employer identification number

94-3362163
B Telephone number (see instructions)

(925) 310-5450
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$309,641,719J Accounting method:
 
(Part I, column (d) must be on cash basis.)
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) 41,435,446
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments 4,667 4,667  
4 Dividends and interest from securities... 5,818,466 5,818,466  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,227,032
b Gross sales price for all assets on line 6a 26,928,244
7 Capital gain net income (from Part IV, line 2)... 3,243,784
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 252,437 213,641  
12 Total. Add lines 1 through 11........ 50,738,048 9,280,558  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 620,063 0   620,063
14 Other employee salaries and wages...... 1,246,794 0   1,237,040
15 Pension plans, employee benefits....... 422,996 0   415,545
16a Legal fees (attach schedule)......... Click to see attachment 47,596 99   53,215
b Accounting fees (attach schedule)....... Click to see attachment 96,717 14,028   84,664
c Other professional fees (attach schedule).... Click to see attachment 3,376,302 2,181,593   1,283,142
17 Interest............... 18,899 18,899   0
18 Taxes (attach schedule) (see instructions)... Click to see attachment 240,393 47,361   135,732
19 Depreciation (attach schedule) and depletion... Click to see attachment 176,396 0  
20 Occupancy.............. 600,730 564,587   23,698
21 Travel, conferences, and meetings....... 139,009 399   141,023
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 3,309,124 1,357,555   405,775
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 10,295,019 4,184,521   4,399,897
25 Contributions, gifts, grants paid....... 9,967,775 13,684,933
26 Total expenses and disbursements. Add lines 24 and 25 20,262,794 4,184,521   18,084,830
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 30,475,254
b Net investment income (if negative, enter -0-) 5,096,037
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
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............. 265    
2 Savings and temporary cash investments......... 3,489,596 7,269,372 7,269,372
3 Accounts receivable bullet105
Less: allowance for doubtful accounts bullet   8,268 105 105
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges.......... 150,396 368,292 368,292
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 96,992,343 Click to see attachment97,977,937 97,977,937
c Investments—corporate bonds (attach schedule)....... 56,834,531 Click to see attachment56,142,223 56,142,223
11 Investments—land, buildings, and equipment: basis bullet39,322,193
Less: accumulated depreciation (attach schedule) bullet   12,000,000 39,322,193 39,322,193
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 127,201,132 Click to see attachment107,872,438 107,872,438
14 Land, buildings, and equipment: basis bullet800,268
Less: accumulated depreciation (attach schedule) bullet358,147 269,120 Click to see attachment442,121 442,121
15 Other assets (describe bullet) Click to see attachment260,842 Click to see attachment247,038 Click to see attachment247,038
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 297,206,493 309,641,719 309,641,719
Liabilities 17 Accounts payable and accrued expenses.......... 715,802 670,340
18 Grants payable.................. 17,114,253 13,897,095
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 attachment383,937 Click to see attachment295,877
23 Total liabilities (add lines 17 through 22)......... 18,213,992 14,863,312
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 278,992,501 294,778,407
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 instructions)..... 278,992,501 294,778,407
31 Total liabilities and net assets/fund balances (see instructions). 297,206,493 309,641,719
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
278,992,501
2
Enter amount from Part I, line 27a .....................
2
30,475,254
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
309,467,755
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
14,689,348
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
294,778,407
Form 990-PF (2015)
Form 990-PF (2015)
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 Realized Gain on Investments P   2015-12-31
b Gain on Sale of Donated Assets P   2015-12-31
c
d
e
(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 17,728,244   11,214,221 6,514,023
b 9,200,000 0 12,470,239 -3,270,239
c
d
e
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       6,514,023
b       -3,270,239
c
d
e
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 3,243,784
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 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))
2014 23,607,605 283,601,567 0.083242
2013 20,698,040 263,780,006 0.078467
2012 12,589,895 254,874,006 0.049397
2011 14,099,866 243,879,691 0.057815
2010 12,022,381 247,656,983 0.048544
2
Total of line 1, column (d) .....................
20.317465
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
0.063493
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
300,776,322
5
Multiply line 4 by line 3......................
5
19,097,191
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
50,960
7
Add lines 5 and 6........................
7
19,148,151
8
Enter qualifying distributions from Part XII, line 4.............
8
19,935,473
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 (2015)
Form 990-PF (2015)
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 Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 50,960
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 50,960
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 50,960
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 223,063
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.............. 7 223,063
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 172,103
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet172,103 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 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
Yes
 
If "Yes," attach a detailed description of the activities.Click to see attachment
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, NV, WI, AL, DC, WV
    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 2015 or the taxable year beginning in 2015 (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
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    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.maddiesfund.org
    14
    The books are in care ofbulletValerie Stoltenberg Telephone no.bullet (925) 310-5450

    Located atbullet6150 Stoneridge Mall Road No 125PleasantonCA ZIP+4bullet94588
    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 2015, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    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 instructions)? ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2015?.............
    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 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    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 2015 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 2015.)..................
    3b
     
    No
    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 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    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 4945(d)(4)(A)? (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
     
    No
    .........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). Click to see attachment
    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 (2015)
    Form 990-PF (2015)
    Page 7
    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
    Amy D Zeifang Chairman
    10.00     		53,871 0 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    Laurie Peek Secretary
    30.00     		163,416 16,569 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    Michael Duffield Board member
    5.00     		0 0 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    Mary Ippoliti-Smith Executive Leader
    40.00     		215,500 62,044 0
    6150 Stoneridge Mall Rd Suite 125
    pleasanton,CA94588
    Valerie Stoltenberg VP Finance
    24.00     		133,200 0 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    Steve Hill Treasurer
    5.00     		44,252 0 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    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
    Sheila D'Arpino Director of Research
    40.00     		181,350 44,544 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    Sharon Fletcher Director of Mktg & C
    40.00     		125,500 45,563 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    lars Rabbe Chief Information Of
    40.00     		123,000 12,026 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    Michelle Thompson Director of Grants
    40.00     		104,022 20,372 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    Craig Coryell Creative Services Ma
    40.00     		76,500 32,482 0
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    Total number of other employees paid over $50,000...................bullet 16
    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
    Next Play Consulting LLC Property Management Services 1,067,130
    6140 Stoneridge Mall Rd 170
    Pleasanton,CA94588
    The Swan's Nest Inc Interior Design Services 349,843
    949 Piedmont Drive
    Sacramento,CA95822
    WinWire Technologies Inc Pet Assistance App Development 287,000
    2350 Mission College Blvd Ste 925
    Santa Clara,CA95054
    3D Exhibits Inc Event Management Company 194,098
    Dept 20-EXH-001 PO Box 5940
    Carol Stream,IL601975940
    Green Couch - Interior Design Interior Design Consulting Services 168,960
    636 Potrero Avenue
    San Franscisco,CA94110
    Total number of others receiving over $50,000 for professional services.............bullet14
    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 Maddie's Pet Adoption Days - funding was provided to 90 organizations in 6 communities for adoptions performed during this event. Also, 54 organizations in 8 communities received grants for specific projects to increase adoptions. 8,123,750
    2 Incentive Grants - this year we introduced this program opportunity, designed to incentivize shelters and rescue organizations. Our first two were promoting Shelter Animals Count and Million Cat Challenge. Organizations who registered to participate and met the requirements for joining were awarded $1,000; those who referred organizations and both met the requirements were awarded $500. More than 3,000 organizations qualified for grants during these two promotions. 3,591,500
    3 Shelter Medicine - we provide grants to Colleges of Veterinary Medicine to train current and future veterinarians in "shelter medicine" (caring for pets in shelters and foster homes). Funding was provided to 5 Universities. 1,626,352
    4 Puppy Mill Online Campaign - national campaign run through The Humane Society of the United States to educate the public about puppy mills and where the puppies in stores and online really come from; and to encourage them to adopt or go to a reputable breeder instead. 1,351,250
    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 Shelterluv - Shelterluv's mission is to end the population-driven euthanasia of companion animals in the United States by 2019. Shelterluv will achieve this by providing best-in-class shelter management software to rescues and shelters that will help them operate faster and more efficiently, ultimately increasing their adoption volumes and decreasing the total supply of homeless animals. 1,500,000
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet1,500,000
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    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
    262,909,996
    b
    Average of monthly cash balances.......................
    1b
    4,924,004
    c
    Fair market value of all other assets (see instructions)................
    1c
    37,522,672
    d
    Total (add lines 1a, b, and c).........................
    1d
    305,356,672
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    305,356,672
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    4,580,350
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    300,776,322
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    15,038,816
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    15,038,816
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    50,960
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    50,960
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    14,987,856
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    14,987,856
    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
    14,987,856
    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
    18,084,830
    b
    Program-related investments—total from Part IX-B..................
    1b
    1,500,000
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    350,643
    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
    19,935,473
    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
    50,960
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    19,884,513
    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 (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 14,987,856
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2015:
    a From 2010......  
    b From 2011......  
    c From 2012......  
    d From 2013...... 2,425,543
    e From 2014...... 10,098,755
    fTotal of lines 3a through e........ 12,524,298
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 19,935,473
    a Applied to 2014, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2015 distributable amount..... 14,987,856
    e Remaining amount distributed out of corpus 4,947,617
    5 Excess distributions carryover applied to 2015. 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 17,471,915
    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 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		17,471,915
    10 Analysis of line 9:
    a Excess from 2011....  
    b Excess from 2012....  
    c Excess from 2013.... 2,425,543
    d Excess from 2014.... 10,098,755
    e Excess from 2015.... 4,947,617
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    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 2015, 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) 2015 (b) 2014 (c) 2013 (d) 2012
             
    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 or e-mail address of the person to whom applications should be addressed:
    Amy Zeifang
    6150 Stoneridge Mall Rd Suite 125
    Pleasanton,CA94588
    (925) 310-5450
    bThe form in which applications should be submitted and information and materials they should include:
    Please see our website at www.Maddiesfund.org to review our guidelines.
    cAny submission deadlines:
    PLEASE SEE OUR WEBSITE FOR ADDITIONAL INFORMATION.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Grants to animal organizations and groups only
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    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
    Wine Country Animal Lovers
    PO Box 3
    Calistoga,CA94515     		None Public Charity Operations 10,000
    Windham County Humane Society
    PO Box 397
    Brattleboro,VT05302     		None Public Charity Operations 27,250
    Whitman County Humane Society
    PO Box 453
    Pullman,WA99163     		None Public Charity Operations 1,000
    Virginia Polytechnic Institute and State University
    Phase II Duck Pond Drive - 0442
    Blacksburg,VA24061     		None Educational Institut Externship 6,600
    Valley Humane Society
    3670 Nevada Street
    Pleasanton,CA94566     		None Public Charity Adoptions 761,400
    Valley Dogs Inc
    7534 E Bent Tree Drive
    Scottsdale,AZ85266     		None Public Charity Operations 16,250
    University of Wisconsin-Madison
    School of Veterinary Medicine 2015
    Linden Drive
    Madison,WI53706     		None Educational Institut Operations 164,008
    University of North Carolina at Charlotte
    9201 University City Boulevard
    Charlotte,NC28223     		None Educational Institut Research 22,000
    University of Florida
    219 Grinter Hall Box 11550
    Gainesville,FL32611     		None Educational Institut Operations 1,692,987
    University of California Davis
    Veterinary Medical Teaching
    Hospital
    Davis,CA95616     		None Educational Institut Operations 288,723
    Underdog Pet Rescue
    PO Box 6181
    Monona,WI53716     		None Public Charity Operations 1,000
    Umbrella of Hope
    4040 Railroad Avenue
    Pittsburg,CA94565     		None Public Charity Operations 1,000
    Tri-Valley Animal Rescue
    PO Box 11143
    Pleasanton,CA94588     		None Public Charity Adoptions 56,700
    Tony La Russa's Animal Rescue Foundation
    2890 Mitchell Drive
    Walnut Creek,CA94598     		None Public Charity Adoptions 1,392,600
    The Marine Mammal Center
    Marin Headlands 2000 Bunker Road
    Fort Cronkhite
    Sausalito,CA94965     		None Public Charity Operations 1,000
    The Haven for Animals
    PO Box 1063
    Fairhope,AL36533     		None Public Charity Operations 1,000
    Sweetpea Friends of Rutland Animals
    1090 Pleasant Street
    Paxton,MA01612     		None Public Charity Operations 10,000
    St Hubert's Animal Welfare Center
    575 Woodland Avenue PO Box 159
    Madison,NJ07940     		None Public Charity Operations 15,000
    Springfield Humane Society
    401 Skitchewaug Trail
    Springfield,VT05156     		None Public Charity Operations 26,500
    SPCA of Tompkins County
    1640 Hanshaw Road
    Ithaca,NY14850     		None Public Charity Operations 48,500
    South Suburban Humane Society
    1103 West End Avenue
    Chicago Heights,IL60411     		None Public Charity Operations 1,000
    Shelter Luv
    6150 Stoneridge Mall Road Suite 125
    Pleasanton,CA94588     		None Public Charity Operations 1,500,000
    Shelter Animals Count
    2700 S Woodlands Village Boulevard
    Flagstaff,AZ86001     		None Public Charity Operations 150,000
    Secondhand Animals
    PO Box 1993
    Rosamond,CA93560     		None Public Charity Operations 5,000
    Second Chance Animal Center
    PO Box 620
    Shaftsbury,VT05262     		None Public Charity Adoptions 19,000
    Seattle Area Feline Rescue
    14717 Aurora Ave N
    Shoreline,WA98133     		None Public Charity Operations 1,000
    San Francisco SPCA
    201 Alabama Street
    San Francisco,CA94103     		None Public Charity Adoptions 331,300
    San Diego Humane Society
    5500 Gaines Street
    San Diego,CA92110     		None Public Charity Operations 10,000
    Rutland County Humane Society
    765 Stevens Road
    Pitsford,VT05763     		None Public Charity Operations 26,500
    Ruby Ranch Pet Rescue and Sanctuary
    PO Box 38233
    Phoenix,AZ85069     		None Public Charity Medical Care 33,500
    Ring Dog Rescue
    PO Box 28632
    Richmond,VA23228     		None Public Charity Medical Care 9,750
    Richmond SPCA
    2519 Hermitage Road
    Richmond,VA23220     		None Public Charity Adoptions 59,000
    Richmond Animal League
    11401 International Drive
    Richmond,VA23236     		None Public Charity Operations 17,750
    Richmond Animal Care & Control
    1600 Chamberlayne Avenue
    Richmond,VA23222     		None Government Medical Care 42,000
    Rescue League
    PO Box 45468
    Phoenix,AZ85064     		None Public Charity Medical Care 10,000
    Purdue University
    Hovde Hall of Administration 610
    Purdue Mall
    West Lafayette,IN47907     		None Educational Institut Shelter Medicine 86,686
    Pupz N Palz Rescue
    2625F Coffee Road 193
    Modesto,CA95355     		None Public Charity Operations 1,000
    Puppy Hill Farm
    5630 Lone Pine Trail
    Melrose,FL32666     		None Public Charity Operations 47,500
    Prince George County Adoption Center
    8391 County Drive
    Disputanta,VA23842     		None Government Adoptions 31,000
    Petaluma Animal Services Foundation
    840 Hopper Street
    Petaluma,CA94952     		None Public Charity Operations 10,000
    Pennsylvania SPCA
    350 E Erie Avenue
    Philadelphia,PA19134     		None Public Charity Research 66,500
    Peninsula Humane Society
    1450 Rollins Road
    Burlingame,CA94010     		None Public Charity Operations 1,000
    PALS East Bay
    PO Box 571
    Alameda,CA94501     		None Public Charity Operations 1,000
    PAWS Lee County
    965 Pondella Road
    North Ft Myers,FL33903     		None Public Charity Operations 20,250
    Oregon Humane Society
    1067 NE Columbia Road
    Portland,OR97211     		None Public Charity Operations 10,000
    Oakland Animal Services
    1101 29th Avenue
    Oakland,CA94601     		None Government Operations 1,000
    North Country Animal League
    16 Mountain View Meadow Road
    Morrisville,VT05661     		None Public Charity Operations 13,500
    Nevada Humane Society
    2825B Longley Lane
    Reno,NV89502     		None Public Charity Adoptions 752,600
    National Kitten Coalition
    7371 Atlas Walk Way 212
    Gainesville,VA20155     		None Public Charity Operations 1,000
    Muttville
    PO Box 410207
    San Francisco,CA94141     		None Public Charity Operations 1,000
    Mobile SPCA
    620 Zeigler Circle West
    Mobile,AL36608     		None Public Charity Operations 65,250
    Mobile County Animal Shelter
    7665 Howells Ferry Road
    Mobile,AL36618     		None Government Medical Care 18,000
    Minnesota Wisconsin Collie Rescue
    1600 18th Avenue NE Box 68006
    Minneapolis,MN55418     		None Public Charity Operations 1,000
    Mayor's Alliance for NYC's Animals
    244 Fifth Avenue Suite R290
    New York,NY10001     		None Public Charity Operations 2,639,250
    Marley's Mutts Dog Rescue
    785 Tucker Road Suite G 411
    Tehachapi,CA93561     		None Public Charity Operations 1,000
    Maricopa County Animal Care & Control
    2500 South 27th Avenue
    Phoenix,AZ85009     		None Government Operations 112,000
    Lucy Mackenzie Humane Society
    PO Box 702
    Brownsville,VT05037     		None Public Charity Education 12,250
    Los Angeles Animal Services
    350 South Grand Avenue 45th Floor
    Suite 4501
    Los Angeles,CA90071     		None Government Operations 5,000
    Lindsay Wildlife Experience
    1931 First Avenue
    Walnut Creek,CA94597     		None Public Charity Operations 1,000
    Lee County Domestic Animal Services
    5600 Banner Drive
    Fort Myers,FL33912     		None Government Operations 52,000
    KC Pet Project
    PO Box 414977
    Kansas City,MO64141     		None Public Charity Operations 10,000
    Kansas State University
    Department of Clinical Sciences
    111B Mosier Hall
    Manhattan,KS66506     		None Educational Institut Externship 6,000
    Jameson Animal Rescue Ranch
    1224 Adams Street Suite C
    St Helena,CA94574     		None Public Charity Operations 10,000
    Iroquois County Animal Rescue
    100 NW Lincoln Box 7
    Iroquois,IL60945     		None Public Charity Operations 1,000
    Humane Society Silicon Valley
    901 Ames Avenue
    Milpitas,CA95035     		None Public Charity Adoptions 576,700
    Humane Society of the United States
    2100 L Street NW
    Washington,DC20037     		None Public Charity Adoptions 1,988,979
    Humane Society of Southeast Texas
    PO Box 1629
    Beaumont,TX77704     		None Public Charity Operations 10,000
    Humane Society of Chittenden County
    142 Kindness Court
    South Burlington,VT05403     		None Public Charity Medical Care 20,500
    Humane Society of Central Orego
    61170 SE 27th Street
    Bend,OR97702     		None Public Charity Operations 1,000
    Humane Society International
    700 Professional Drive
    Gaithersburg,MD20879     		None Public Charity Operations 1,000
    Humane Network
    7250 Pembroke Dr
    Reno,NV89502     		None Public Charity Education 46,000
    Horses Healing Hearts Inc
    3494 Camino Tassajara 411
    Danville,CA94506     		None Public Charity Operations 5,000
    HOPE for Animals
    PO Box 1341
    Thibodaux,LA70302     		None Public Charity Operations 1,000
    Homeward Bound Addison County Humane Society
    236 Boardman Street
    Middlebury,VT05753     		None Public Charity Operations 22,500
    Hillborough County Pet Resourcs Foundation
    440 N Falkenburg Road
    Tampa,FL33619     		None Public Charity Operations 10,000
    Henrico Humane Society
    1521 Sunset Lane
    Richmond,VA23221     		None Public Charity Foster Care 36,250
    Helping Paws Animal Sanctuary
    10060 Mallory Parkway East Unit D
    Saint James City,FL33956     		None Public Charity Adoptions 10,500
    Helping Hands Pet Rescue
    14260 W Newberry Road PMB 140
    Newberry,FL32669     		None Public Charity Operations 76,000
    Haven on Earth Animal League
    PO Box 61088
    Fort Myers,FL33906     		None Public Charity Adoptions 9,750
    Happy Tails
    1408 Mcneil Road
    RockFalls,IL61071     		None Public Charity Operations 1,000
    Happy Endings Animal Rescue
    PO Box 1835
    Pinedale,WY82941     		None Public Charity Operations 1,000
    Hanover County Animal Control
    PO Box 470
    Hanover,VA23069     		None Government Medical Care 2,500
    HALO Animal Rescue
    2500 S 27th Avenue
    Phoenix,AZ85009     		None Public Charity Adoptions 125,250
    Haile's Angels Pet Rescue
    5231 SW 91st Drive
    Gainesville,FL32608     		None Public Charity Adoptions 26,500
    Gulf Coast Humane Society
    2010 Arcadia Street
    Fort Myers,FL33916     		None Public Charity Operations 27,000
    Good Karma Rescue
    1853 County Road
    Montpelier,VT05602     		None Public Charity Medical Care 4,500
    Golden Retriever Rescue of Southwest Florida
    PO Box 110987
    Naples,FL34108     		None Public Charity Adoptions 4,000
    Gainesville Pet Rescue
    5403 SW Archer Road
    Gainesville,FL32608     		None Public Charity Operations 56,750
    Furever Friends Rescue
    1015 East Baseline Road
    Gilbert,AZ85233     		None Public Charity Operations 26,250
    Friends of the Mobile Animal Shelter
    855 Owens Street
    Mobile,AL36604     		None Public Charity Operations 8,250
    Friends for Life
    Don Sanders Adoption Center 107 E
    22nd Street
    Houston,TX77008     		None Public Charity Operations 1,000
    Franklin County Animal Rescue
    30 Sunset Meadow
    St Albans,VT05478     		None Public Charity Operations 25,250
    Foothills Animal Rescue
    23030 North Pima Road
    Scottsdale,AZ85255     		None Public Charity Fundraising 20,000
    Fearless Kitty Rescue
    PO Box 19601
    Fountain Hills,AZ85268     		None Public Charity Adoptions 9,500
    Faunalytics
    PO Box 6476
    Olympia,WA98507     		None Public Charity Operations 1,000
    Eric & Jessie Decker Foundation
    400 Broadhollow Road Suite 301
    Melville,NY11747     		None Public Charity Operations 1,000
    East Bay SPCA
    8323 Baldwin Street
    Oakland,CA94621     		None Public Charity Operations 1,000
    Deserving Pets Rescue
    PO Box 371
    Red Bluff,CA96080     		None Public Charity Operations 1,000
    Dane County Humane Society
    5132 Voges Road
    Madison,WI53718     		None Public Charity Adoptions 352,900
    Dane County Friends of Ferals
    627 Post Road
    Madison,WI53713     		None Public Charity Medical Care 2,000
    Contra Costa County Animal Services Department
    4849 Imhoff Place
    Martinez,CA94553     		None Government Operations 130,000
    Clayton Police Department
    6000 Heritage Trail
    Clayton,CA94517     		None Government Operations 1,000
    City of Rupert Animal Control
    PO Box 426
    Rupert,ID83350     		None Government Operations 1,000
    City of Prichard Animal Resource Department
    2402 Rebel Road
    Mobile,AL36610     		None Government Operations 3,500
    City of Mobile Animal Shelter
    855 Owens Street
    Mobile,AL36604     		None Government Operations 24,750
    Chesterfield County
    9300 Public Works Road
    Chesterfield,VA23832     		None Public Charity Operations 18,750
    Charleston Animal Society
    2455 Remount Road
    N Charleston,SC29406     		None Public Charity Operations 10,000
    Central Vermont Humane Society
    1589 Vermont Route 14 South
    East Montpilier,VT05651     		None Public Charity Operations 38,000
    Carroll College
    1601 North Benton Avenue
    Helena,MT59625     		None Educational Institut Research 20,000
    Caring for Canines
    4103 East Fanfol Drive
    Phoenix,AZ85028     		None Public Charity Operations 39,000
    CANTER CA
    260 Los Miradas Drive
    Los Gatos,CA95032     		None Public Charity Operations 1,000
    Brightside Animal Center
    PO Box 1404
    Redmond,OR97756     		None Public Charity Operations 1,000
    Best Friends Animal Society
    5001 Angel Canyon Road
    Kanab,UT84741     		None Public Charity Operations 35,000
    Bandit's Adoption and Rescue K-9s
    12300 Farrington Road
    Ashland,VA23005     		None Public Charity Operations 5,500
    Austin Pets Alive
    1156 W Cesar Chavez Street
    Austin,TX78703     		None Public Charity Education 20,000
    Association of Shelter Veterinarians
    7613 E Via Del Placito
    scottsdale,AZ85258     		None Public Charity Event Sponsorship 5,000
    Arizona Poodle Rescue
    20270 N Toledo Avenue
    Maricopa,AZ85138     		None Public Charity Adoptions 22,250
    Arizona Humane Society
    1521 W Dobbins Road
    Phoenix,AZ85041     		None Public Charity Adoptions 164,000
    Arizona Animal Welfare League
    30 N 40th Place
    Phoenix,AZ85034     		None Public Charity Adoptions 125,000
    Animal Welfare Society
    PO Box 43
    West Kennebunk,ME04094     		None Public Charity Event Sponsorship 2,000
    Animal Shelter Action Society Inc
    500 N 12th
    Mayfield,KY42066     		None Public Charity Operations 1,000
    Animal Rescue Foundation
    6140 Rangeline Road
    Theodore,AL36582     		None Public Charity Operations 80,000
    Animal Refuge Center
    18011 Old Bayshore Road
    N Ft Myers,FL33917     		None Public Charity Operations 18,250
    Animal Grantmakers
    c/o Summerlee Foundation 5956
    Sherry Lane
    Dallas,TX75225     		None Public Charity Operations 5,000
    Almost Home Humane Society
    1705 South 2nd Street
    Lafayette,IN47905     		None Public Charity Operations 1,000
    All Breed Rescue
    491 Industrial Avenue
    Williston,VT05495     		None Public Charity Operations 17,000
    Alachua County Humane Society
    4025 NW 6th Street
    Gainesville,FL32609     		None Public Charity Operations 57,750
    Alachua County Animal Services
    3400 NE 53rd Avenue
    Gainesville,FL32609     		None Government Operations 48,250
    Alabama Veterinary Medical Foundation
    PO Box 3514
    Montgomery,AL36109     		None Public Charity Operations 10,000
    Adams County Animal ShelterAdoption Center
    10705 Fulton Street
    Commerce City,CO80601     		None Government Operations 1,000
    2557 Organizations - Shelter Animals Count Incentive Grant
    6150 Stoneridge Mall Road Suite 125
    Pleasanton,CA94588     		None various Operations 29,000
    Total .................................bullet 3a 15,184,933
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    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
    aAdoption fee revenue 900000       7,686
    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 4,667  
    4 Dividends and interest from securities....     14 5,818,466  
    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..... 900000 31,110 14 213,641  
    8
    Gain or (loss) from sales of assets other than inventory ............     		900000 -15,506 18 3,242,538  
    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).. 15,604 9,279,312 7,686
    13Total. Add line 12, columns (b), (d), and (e)..................
    139,302,602
    (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.)
    1a The Foundation charges a fee to cover the cost of its adoption program
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 13
    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 organizations?
    Yes
    No
    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) 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 name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    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
    2015
    Name of the organization
    The Duffield Family Foundation
    DBA Maddie's Fund
    Employer identification number

    94-3362163
    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) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015) Page 2
    Name of organization
    The Duffield Family Foundation
    DBA Maddie's Fund         		Employer identification number
    94-3362163
    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
     
     

    The David A Duffield Trust  
    956 Lakeshore Boulevard
     
    Incline Village, NV89450

    		$ 41,400,000


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

    Workday Inc  
    6230 Stone ridge Mall Rd
     
    Pleasanton, CA94588

    		$ 6,023


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Page 3
    Name of organization
    The Duffield Family Foundation
    DBA Maddie's Fund         		Employer identification number

    94-3362163
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No.from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    1
    		 Residential Property - 7 Country Oak Lane, Alamo, CA 94507 $ 39,000,000 2015-12-16
    (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) (2015)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2015)
    Page 4
    Name of organization
    The Duffield Family Foundation
    DBA Maddie's Fund         		Employer identification number

    94-3362163
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. 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) (2015)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2015 AccountingFeesSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Accounting Fees 96,717 14,028   84,664

    TY 2015 ActyNotPreviouslyRptExpln
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Explanation:
    The Duffield Family Foundation made its first program related investment.

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

    TY 2015 DepreciationSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    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
    PP&E 2012-12-31 800,268 181,751 SL 7.000000000000 176,396 0    

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

    TY 2015 ExpenditureResponsibilityStmt
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
    Animal Grantmakers Inc
          		5956 Sherry Lane
    Dallas,TX75225     		2015-08-10 5,000 To provide operating support for the organization. 0 The grantee has not diverted any portion of the funds. June 30, 2016   The grantor has not conducted any independent verification of grantee reports because it has had no reason to doubt their accuracy or reliability.

    TY 2015 InvestmentsCorpBondsSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Name of Bond End of Year Book Value End of Year Fair Market Value
    Goldman Sachs - 336-0 11,902,353 11,902,353
    Northern Trust - 2684641 44,239,870 44,239,870

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Name of Stock End of Year Book Value End of Year Fair Market Value
    Northern Trust Company - 2610445 11,231,243 11,231,243
    Goldman Sachs - 336-0 76,113,810 76,113,810
    Goldman Sachs - 248-5 10,458,797 10,458,797
    Goldman Sachs - 112-1 174,087 174,087

    TY 2015 InvestmentsOtherSchedule2
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Other Investments FMV 93,301,052 93,301,052
    Goldman Sachs - 336-0 FMV 12,571,386 12,571,386
    Program Related Securities FMV 2,000,000 2,000,000

    TY 2015 LandEtcSchedule2
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    PP&E 800,268 358,147 442,121  


    TY 2015 LegalFeesSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Legal Fees 47,596 99   53,215


    TY 2015 OtherAssetsSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    Inv. Income Receivable 260,842 247,038 247,038


    TY 2015 OtherDecreasesSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Description Amount
    Unrealized Loss on Investments 14,689,348


    TY 2015 OtherExpensesSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Supplies 115,012 546   105,297
    Bank Fees 56,645 562   69,317
    Dues & Subscriptions 13,030 0   13,606
    Insurance 135,311 83,575   47,408
    Postage & Shipping 17,884 108   17,409
    Other Taxes & Filing Fees 240,016 236,557   3,585
    Partnership Expenses 62,033 62,033   0
    Media Advertising 81,241 19,249   52,720
    Foster Care program Expenses 88,276 0   96,433
    Portfolio Deductions 952,066 952,066   0
    Book/Tax adjustments 1,544,751 0   0
    Fees Charged on Reclaimable Tax Refunds 2,859 2,859   0


    TY 2015 OtherIncomeSchedule2
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Partnership Income 233,328 202,218 233,328
    Reclaimable Foreign Tax Refund 5,354 5,354 5,354
    Other Income 6,069 6,069 6,069
    Adoption fee revenue 7,686   7,686


    TY 2015 OtherLiabilitiesSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Description Beginning of Year - Book Value End of Year - Book Value
    Derivative Financial Liability 66,830 88,150
    Deferred Tax Liability 317,107 207,727


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Financial Consulting 44,200 38,500   20,900
    General Consulting 1,546,270 692,812   920,720
    Investment Management 1,444,393 1,444,393   0
    IT Consulting 318,495 5,888   316,462
    Foster Care Contract Expenses 22,944 0   25,060


    TY 2015 TaxesSchedule
    Name:
    The Duffield Family Foundation
     
    DBA Maddie's Fund
    EIN:
    94-3362163
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Foreign Taxes 47,361 47,361   0
    Excise Tax Expense 57,300 0   0
    Payroll Taxes 135,732 0   135,732