TY 2010 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2010

For calendar year 2010, or tax year beginning 01-01-2010 , and ending 12-31-2010

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
SOL & ARLENE BRONSTEIN
FOUNDATION 2

Number and street (or P.O. box number if mail is not delivered to street address)C/O INTEGRA BANK PO BOX 868 Room/suite

City or town, state, and ZIP code
EVANSVILLE, IN477050868

A Employer identification number

35-6345774

B Telephone number (see page 10 of the instructions)

(812) 464-9660

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

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

$6,024,094J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

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

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	366		366
4	Dividends and interest from securities......	182,078		158,276
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-115,599
b	Gross sales price for all assets on line 6a 1,032,693
7	Capital gain net income (from Part IV, line 2)...
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).......		15,439	15,439
12	Total. Add lines 1 through 11........	82,284		174,081
13	Compensation of officers, directors, trustees, etc.	59,400		29,700	29,700
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		1,825	913	912
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		4,030	2,565
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		4,535	4,535
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	69,790		37,713	30,612
25	Contributions, gifts, grants paid........	260,000			260,000
26	Total expenses and disbursements. Add lines 24 and 25	329,790		37,713	290,612
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-247,506
b	Net investment income (if negative, enter -0-)			136,368
c	Adjusted net income (if negative, enter -0-)...

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2010)

Form 990-PF (2010)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........	854,706	450,581	450,581
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	1,864,850	2,449,236	2,967,648
	c	Investments—corporate bonds (attach schedule)........	1,798,836	1,470,165	1,552,130
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	1,113,695	1,013,064	1,053,735
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	5,632,087	5,383,046	6,024,094
	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 )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	5,632,087	5,383,046
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	5,632,087	5,383,046
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	5,632,087	5,383,046

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	5,632,087
2	Enter amount from Part I, line 27a......................	2	-247,506
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	5,384,581
5	Decreases not included in line 2 (itemize)	5	1,535
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30..	6	5,383,046

Form 990-PF (2010)

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.)
1a
b
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
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(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
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2
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 pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		3

Part V

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

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

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

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

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

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2009	328,449	5,072,747	0.064748
2008	331,553	6,092,675	0.054418
2007	32,302	6,804,365	0.004747
2006	185,809	6,505,075	0.028564
2005	28,308	5,884,245	0.004811

2	Total of line 1, column (d) ......................	2	0.157288
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	0.031458
4	Enter the net value of noncharitable-use assets for 2010 from Part X, line 5.....	4	5,506,708
5	Multiply line 4 by line 3.......................	5	173,230
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,364
7	Add lines 5 and 6.........................	7	174,594
8	Enter qualifying distributions from Part XII, line 4..............	8	290,612
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 on page 18.

Form 990-PF (2010)

Page 4

Part VI

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

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	1,364
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	1,364
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	1,364
6	Credits/Payments:

a	2010 estimated tax payments and 2009 overpayment credited to 2010	6a	1,600
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	1,600
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	236
11	Enter the amount of line 10 to be: Credited to 2011 estimated tax236	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

If “Yes,” attach a detailed description of the activities.

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

Yes

Enter the states to which the foundation reports or with which it is registered (see page 19 of the

instructions) bullet

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

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

Yes

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

or 4942(j)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on

page 27)? If “Yes,” complete Part XIV...........................

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

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

meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

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

Yes

Website address bullet

NONE

The books are in care of bullet

INTEGRA BANK Telephone no. bullet

(812) 464-9660

Located at bullet

PO BOX 868EVANSVILLEIN ZIP+4 bullet

477050868

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

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

At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over

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

See page 20 of the 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 (2010)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

that were not corrected before the first day of the tax year beginning in 2010?.............

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

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

At the end of tax year 2010, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2010?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

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

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

to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........

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

20, 20, 20, 20

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

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

If “Yes,” did it have excess business holdings in 2010 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 2010.)....................

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

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

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2010?

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

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

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

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

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

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

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...YesNo

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

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

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

Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?

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

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

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

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

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

premiums on a personal benefit contract?....................YesNo

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

If “Yes” to 6b, file Form 8870.

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

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

Form 990-PF (2010)

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 page 22 of the 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
INTEGRA BANK	TRUSTEE 4.00	39,600	0	0
PO BOX 868 EVANSVILLE,IN47705	TRUSTEE 4.00	39,600	0	0
WAYNE S TROCKMAN	CO-FIDUCIARY 2.00	19,800	0	0
PO BOX 868 EVANSVILLE,IN47705	CO-FIDUCIARY 2.00	19,800	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.”
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

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

Part IX-A

Summary of Direct Charitable Activities

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


2


3


4

Form 990-PF (2010)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1	N/A
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 page 24 of the instructions.)

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

purposes:

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

5,091,862

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

498,704

Fair market value of all other assets (see page 24 of the instructions)............

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

5,590,566

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

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

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

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

5,590,566

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ............................

83,858

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

5,506,708

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

275,335

Part XI

Distributable Amount (see page 25 of the instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

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

275,335

Tax on investment income for 2010 from Part VI, line 5......

1,364

Income tax for 2010. (This does not include the tax from Part VI.)...

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

1,364

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

273,971

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

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

273,971

Deduction from distributable amount (see page 25 of the instructions)...........

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

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

273,971

Part XII

Qualifying Distributions (see page 25 of the instructions)

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

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

290,612

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

290,612

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 page 26 of the instructions)............

1,364

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

289,248

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 (2010)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

	(c) 2009	(d) 2010
1 Distributable amount for 2010 from Part XI, line 7		273,971
2 Undistributed income, if any, as of the end of 2010:
a Enter amount for 2009 only.......	182,408
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2010:
a From 2005.......
b From 2006.......
c From 2007.......
d From 2008.......
e From 2009.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2010 from Part
XII, line 4: $ 290,612
a Applied to 2009, but not more than line 2a	182,408
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...
d Applied to 2010 distributable amount.....		108,204
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2010.
(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
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
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 page 27 of the instructions ...
e Undistributed income for 2009. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........
f Undistributed income for 2010. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........		165,767
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2005 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2011. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2006....
b Excess from 2007....
c Excess from 2008....
d Excess from 2009....
e Excess from 2010....

Form 990-PF (2010)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the 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 2010, enter the date of the ruling....... bullet

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

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2010	(b) 2009	(c) 2008	(d) 2007	(e) Total

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

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

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

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

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

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2010)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
SOLARBRON SOLARBRON 1501 MCDOWELL RD 1501 MCDOWELL RD EVANSVILLE,IN47715	NONE	502(C)(3)	PROVIDE RETIREMENT COMMUNITY LIVING	260,000
Total ................................. 3a				260,000

bApproved for future payment

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

Form 990-PF (2010)

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
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....
3Interest on savings and temporary cash investments			14	366
4 Dividends and interest from securities....			14	182,078
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....			15	14,344
8Gain or (loss) from sales of assets other than inventory			1	-115,599
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aMISCELLANEOUS			1	115
bCLASS ACTION SUITS			1	243
cRETURN CAPITAL			1	737
d
e
12 Subtotal. Add columns (b), (d), and (e)..				82,284

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

1382,284

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)

Form 990-PF (2010)

Page 12

Part XVII

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

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If “Yes,” complete the following schedule.

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

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.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2010)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2010 AccountingFeesSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
BROWN, SMITH & SETTLE	1,825	913		912

- TIN:

TY 2010 CompensationExplanation

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Person Name	Explanation
INTEGRA BANK
WAYNE S TROCKMAN

- TIN:

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

TY 2010 GainLossSaleOtherAssetsSch

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
PUBLICLY TRADED SECURITIES	2010-06	PURCHASE	2010-12		145,911	163,775			-17,864
PUBLICLY TRADED SECURITIES	2009-06	PURCHASE	2010-12		886,782	984,517			-97,735

- TIN:

TY 2010 InvestmentsCorpBondsSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Name of Bond	End of Year Book Value	End of Year Fair Market Value
ALLEN CNTY IND 5.3%	76,031	75,514
AMERICAN EXPRESS 5.875%	25,000	27,188
AMGEN 6.15%	50,563	58,313
BARCLAYS SR NT 5.00%	25,450	26,455
CARGILL 5.2%	100,950	107,888
CITIGROUP INC 6.5%	25,213	27,451
ELKHART IND PK DIST 5.9%	50,000	50,733
FIFTH THIRD BANCORP 5.45%	47,313	51,108
FT WAYNE IN 5.65%	54,210	60,612
GENERAL ELEC CAP CORP 5.0%
GENERAL ELEC CAP CORP 6.1%	150,000	151,380
GLAXOSMITHKLINE 5.65%	22,225	28,585
GOLDMAN SACHS 5.3%	23,278	26,160
HAMMOND IN 5.25%	50,000	50,338
HARTFORD LIFE INS 4.75%
IBM INTL 5.05%	101,000	107,501
INDEPENDENCE HILL 7.00%	52,174	51,633
ING GROEP 6.125%	11,834	15,195
ING GROUP NV 7.2% SERIES	50,000	46,340
JP MORGAN CHASE 5.25%	81,178	90,653
LAWRENCE IND 7.125%	51,835	51,303
LILLY ELI 4.5%	24,450	26,303
MBIA INC NOTE 6.4%	26,313	18,690
MCDONALDS CORP 4.3%	101,650	106,605
MERCK 4.75%	23,100	27,530
MERRILL LYNCH 5.45%	24,250	26,370
METROPOLITAN LIFE 5.125%	36,015	38,071
NEW YORK LIFE 4.65%	25,220	26,884
OLD NATIONAL 5.00%
SIMON PPTY GROUP 5.75%	49,150	55,549
SOUTH KNOX IN SCHOOL 4.625% DUE 10
SOUTHWEST BANK 5.15%
TELL CITY IN 5.25%
VERIZON VA 4.625% 03/13
VIGO CNTY IN 5.3%	48,100	49,832
WELLS FARGO 4.75%	24,598	26,522
WELLS FARGO 5.62%	22,975	27,680
ZIONSVILLE IN ZERO COUPON	16,090	17,744

- TIN:

TY 2010 InvestmentsCorpStockSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABB LTD	44,051	44,900
ABBOTT LABORATORIES INC	55,227	47,910
ACERGY	9,706	12,229
ACTIVISION BLIZZARD	50,040	49,760
ALCOA	39,782	47,432
ADOBE SYS INC
AERCAP HOLDINGS	9,282	10,901
AFLAC INC
AGRIUM INC
ALLIED WORLD	9,304	12,364
AMAZON	32,666	45,000
AMERCIA MOVIL	9,021	11,640
AMERICAN INTL. GROUP
APACHE CORP	28,343	35,769
APPLE INC	28,640	129,024
ARCELORMITTAL	1,866	2,173
ARCH CAP GROUP
ASSURED GUARANTY LTD
ASTRAZENECA PLC	9,366	9,654
AUTOLIV INC	10,469	10,815
BAE SYS PLC	9,525	8,411
BANCO CHILE	9,550	13,179
BANCO BRASIL	9,841	10,472
BANCOLOMBIA	8,557	12,692
BANK OF AMERICA	43,120	36,685
BANK OF NEW YORK MELLON
BASF SE SPONSORED	7,468	10,546
BAKER HUGHES	45,272	45,736
BAXTER INTERNATIONAL	48,694	50,620
BAYER AG	8,931	9,896
BG GROUP PLC
BHP BILLIITON
CELESTICA INC	2,175	2,250
CENOVUS ENERGY
CHECKPOINT SOFTWARE	8,757	13,045
CHICAGO BRIDGE & IRON	8,698	13,752
CHINA MOBILE	9,743	9,924
CISCO	42,996	37,931
CLOROX CO	35,029	37,968
CNINSURE INC
CNOOC LTD	8,996	13,825
COCA COLA CO	59,148	65,770
COGNIZANT TECH SOLUTIONS	51,982	109,935
COMPANHIA BRASILEIRA
COMPANHIA PARANAENSE	10,392	10,546
COMPANHIA DE BEBIDAS	8,691	15,050
CREDIT SUISSE
CUMMINS	38,259	96,259
DANAHER CORP	40,451	70,755
DBS GROUP	9,607	10,642
DEERE & CO	44,973	45,678
DU PONT	49,860	49,880
E M C	46,486	45,800
ELBIT SYS LTD	9,442	8,341
ENCANA CORP	9,273	8,095
ENERSIS	10,358	9,613
ENDURANCE SPECIALTY	8,851	11,241
ENI S P A	9,589	8,748
ETABLISSEMENTS DELHAIZE	9,295	8,698
EXELON CORP
EXXON MOBIL	24,710	36,560
FIRST SOLAR INC
FLEXTRONICS	9,877	9,444
FOMENTO ECONOMICO MEXICANO	8,665	11,631
FRANCE TELECOM	9,435	8,242
FUQI INTERNATIONAL
GENERAL ELECTRIC	86,309	32,008
GERDAU S A	8,639	8,674
GILEAD SCIENCES	32,165	36,240
GILDAN ACTIVEWEAR	8,634	8,832
GOOGLE	40,847	44,547
GRAINGER W W	30,150	51,791
GROUPE CGI	9,305	10,149
HALLIBURTON	31,599	40,830
HERBALIFE	9,100	14,700
HOME INNS	9,641	8,233
IBM
INTEL	42,140	42,060
INTERCONTINENTAL HTLS	9,739	11,325
JOY GLOBAL
JP MORGAN CHASE	48,138	42,420
KELLOGG	49,480	51,080
KONINKLIJKE PHILIPS	9,087	8,842
LG DISPLAY
MCDONALDS	46,033	69,084
MERCK	41,712	39,644
MICROCHIP TECHNOLOGY	53,144	51,315
MICROCHIP TECHNOLOGY
MILLICOM INTL	9,466	10,229
MOSAIC CORP
NATIONAL BK GREECE
NESTLE S A	8,992	11,336
NET SERVICOS
NIPPON TELEG & TEL	9,488	10,025
NISSAN	10,244	10,160
NOBLE CORP	18,440	35,770
NTT DOCMO INC
OPEN TEXT CORP
ORACLE CORP	53,791	78,250
PARTNER COMMUNICATIONS	8,801	8,697
PATNI COMMUNICATIONS	9,133	7,380
PEPSICO, INC.	38,820	48,997
PETROLEO BRASILEIRO
PROCTOR & GAMBLE	27,067	32,165
PRUDENTIAL FINL	35,043	29,355
RESEARCH IN MOTION	10,064	7,964
RIO TINTO	9,515	12,039
ROCHE HLDG
ROYAL DUTCH SHELL
SCHLUMBERGER LTD	29,883	62,625
SHANDA INTERACTIVE
SIGNET JEWLERS	8,762	13,714
SIEMENS	9,388	11,680
SOHU COM
SPECTRA ENERGY CORP	35,352	37,485
STATOIL ASA	9,157	9,627
SUNCOR ENERGY	38,519	69,458
SXC HEALTH SOLUTIONS	7,516	12,087
SYNGENTA
TAILSMAN ENERGY	41,214	66,570
TECK RESOURCES	9,051	14,653
TELEFONICA S A
TELENOR ASA	9,596	11,596
TEVA PHARMACEUTICAL INDS	46,381	54,684
THREE M	41,962	45,308
TNT N V
TOTAL SA
TRANSOCEAN
TRINA SOLAR	10,295	8,361
TURKCELL ILETISIM
UNITED TECHNOLOGIES	41,526	45,264
VECTREN CORP	53,092	50,760
WAL-MART STORES	26,990	26,965
WALGREENS	49,850	54,612
WESTERN UNION	34,154	37,140
WILLIS GROUP	8,940	9,870
YANZHOU COAL	8,423	13,617

- TIN:

TY 2010 InvestmentsOtherSchedule2

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
BARCLAYS PLC INDEX	AT COST	72,888	73,680
COLUMBIA ACORN TR	AT COST	58,426	77,859
COVIDIEN LTD	AT COST	33,330	36,528
DWS DREMAN SMALL CAP FD	AT COST	61,404	63,367
GOLDMAN SACHS MID CAP VALUE	AT COST	88,197	88,175
LINCOLN NATL CAP PFD	AT COST	25,000	25,140
MORGAN STANLEY CAP TR IV 6.25%	AT COST	192,300	173,280
OIL LEASES	AT COST	26	26
ONB CAP TR 11	AT COST
PIMCO EMERGING BOND	AT COST	75,000	80,303
PREFERRED PLUS TR 6.05%	AT COST	125,000	123,650
ROYCE VALUE PLUS FD	AT COST	50,000	47,220
SELECT SECTOR SPDR	AT COST	60,727	47,850
VANGUARD INTL EQUITY	AT COST	170,766	216,657

- TIN:

TY 2010 OtherDecreasesSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Description	Amount
ITEMS ASSIGNED PREVIOUS/SUBSEQUENT YEAR	1,535

- TIN:

TY 2010 OtherExpensesSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Description	Revenue and Expenses per Books	Net Investment Income
EXPENSES
ADR FEES
CLASS ACTION FEES
LEASE OPERATING EXPENSES	1,592	1,592
MISCELLANEOUS	41	41
FOREIGN CONVERSION EXPENSE	127	127
ACCRUED INTEREST PAID	2,775	2,775

- TIN:

TY 2010 OtherIncomeSchedule2

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Description	Revenue And Expenses Per Books	Net Investment Income
OIL ROYALTY INCOME	14,344	14,344
MISCELLANEOUS	115	115
CLASS ACTION SUITS	243	243
RETURN CAPITAL	737	737

- TIN:

TY 2010 TaxesSchedule

Name:

SOL & ARLENE BRONSTEIN

FOUNDATION 2

EIN: 35-6345774

Category	Amount	Net Investment Income
FOREIGN TAXES WITHELD	1,693	1,693
REAL ESTATE TAXES	872	872
FEDERAL ESTIMATED PAYMENTS	1,465