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
G
Check all that apply:
Name of foundation
PHOEBE R & JOHN D LEWIS FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)9729 N LAKE DRIVE   Room/suite
City or town, state, and ZIP code
MILWAUKEE, WI53217
A Employer identification number

31-1401478
B Telephone number (see page 10 of the instructions)

(414) 352-2284
C bullet
D 1. bullet
H Check type of organization:
2. bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$8,467,311J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 182,294 182,294  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 163,340
b Gross sales price for all assets on line 6a 1,851,511
7 Capital gain net income (from Part IV, line 2)... 163,340
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 2,358 2,358  
12 Total. Add lines 1 through 11........ 347,992 347,992  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 30 22   8
b Accounting fees (attach schedule)....... Click to see attachment 3,343 2,506   837
c Other professional fees (attach schedule).... Click to see attachment 54,317 53,442   875
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 136 136   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 4,556 4,556   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 62,382 60,662   1,720
25 Contributions, gifts, grants paid........ 346,700 346,700
26 Total expenses and disbursements. Add lines 24 and 25 409,082 60,662   348,420
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -61,090
b Net investment income (if negative, enter -0-) 287,330
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 Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see page 15 of the
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...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 5,318,449 Click to see attachment5,789,407 7,533,129
c Investments—corporate bonds (attach schedule)........ 205,897 Click to see attachment259,870 269,496
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 1,188,206 Click to see attachment697,134 664,686
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 6,712,552 6,746,411 8,467,311
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment0 Click to see attachment94,949
23 Total liabilities (add lines 17 through 22).......... 0 94,949
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 6,712,552 6,651,462
30 Total net assets or fund balances (see page 17 of the
instructions).................... 6,712,552 6,651,462
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 6,712,552 6,746,411
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 6,712,552
2 Enter amount from Part I, line 27a...................... 2 -61,090
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 6,651,462
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.. 6 6,651,462
Form 990-PF (2010)
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.)
1 a MERRILL LYNCH PRIVATE EQUITY FUND (K-1) P    
b SECURITIES LITIGATION INCOME P    
c PUBLICLY TRADED SECURITIES      
d PUBLICLY TRADED SECURITIES      
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       3,959
b       2,745
c 335,937   315,708 20,229
d 1,515,574   1,379,167 136,407
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       3,959
b       2,745
c       20,229
d       136,407
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 2 163,340
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 . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2009 427,311 7,045,079 0.060654
2008 475,752 8,624,079 0.055166
2007 448,665 9,620,462 0.046637
2006 433,172 9,200,577 0.047081
2005 430,890 9,193,390 0.046870
2 Total of line 1, column (d) ...................... 2 0.256408
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 0.051282
4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5..... 4 7,805,596
5 Multiply line 4 by line 3....................... 5 400,287
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 2,873
7 Add lines 5 and 6......................... 7 403,160
8 Enter qualifying distributions from Part XII, line 4.............. 8 348,420
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)
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 Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 5,747
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 5,747
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 5,747
6 Credits/Payments:
a 2010 estimated tax payments and 2009 overpayment credited to 2010 6a 1,438
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 7,500
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 8,938
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 3,191
11 Enter the amount of line 10 to be: Credited to 2011 estimated taxBullet3,191 Refunded Bullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?.............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
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 page 19 of the
    instructions)bulletWI
    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 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on
    page 27)? If “Yes,” complete Part XIV...........................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......
    11
     
    No
    12
    Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletJOHN D LEWIS Telephone no.bullet (414) 352-2284
    Located atbullet9729 N LAKE DRIVEMILWAUKEEWI ZIP+4bullet53217
    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 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? .................
    16
     
    No
    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)
    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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check “No”
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2010?.............
    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 2010, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2010?...............
    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 page 20 of the 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 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.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2010?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the 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 page 22 of the instructions)?
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay
    premiums on a personal benefit contract?....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2010)
    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
    PHOEBE R LEWIS PRESIDENT
    2.00     		0 0 0
    9729 N LAKE DRIVE
    MILWAUKEE,WI53217
    GRAHAM D LEWIS V PRESIDENT
    2.00     		0 0 0
    5638 S DORCHESTER ST
    CHICAGO,IL60637
    THEKLA METZ SECRETARY
    2.00     		0 0 0
    1215 GREENLEAF ST
    EVANSTON,IL60202
    JOHN D LEWIS TREASURER
    2.00     		0 0 0
    9729 N LAKE DRIVE
    MILWAUKEE,WI53217
    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...................bullet 0
    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.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 N/A 0
    2  
    3  
    4  
    Form 990-PF (2010)
    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 0
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3...........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see page 24 of the 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
    7,924,463
    b
    Average of monthly cash balances.......................
    1b
    0
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    7,924,463
    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
    7,924,463
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ............................
    4
    118,867
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    7,805,596
    6
    Minimum investment return. Enter 5% of line 5...................
    6
    390,280
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    390,280
    2a
    Tax on investment income for 2010 from Part VI, line 5......
    2a
    5,747
    b
    Income tax for 2010. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    5,747
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    384,533
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4.............................
    5
    384,533
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1.................................
    7
    384,533
    Part XII
    Qualifying Distributions (see page 25 of the 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
    348,420
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes................................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    348,420
    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 page 26 of the instructions)............
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4...............
    6
    348,420
    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)
    Form 990-PF (2010)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2009     		(c)
    2009     		(d)
    2010
    1 Distributable amount for 2010 from Part XI, line 7 384,533
    2 Undistributed income, if any, as of the end of 2010:
    a Enter amount for 2009 only....... 346,326
    b Total for prior years:20, 20, 20 0
    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......... 0
    4Qualifying distributions for 2010 from Part
    XII, line 4: bullet$ 348,420
    a Applied to 2009, but not more than line 2a 346,326
    b Applied to undistributed income of prior years
    (Election required—see page 26 of the instructions)    		 0
    c Treated as distributions out of corpus (Election
    required—see page 26 of the instructions)...     		0
    d Applied to 2010 distributable amount..... 2,094
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2010. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable
    amount—see page 27 of the instructions ...     		0
    e Undistributed income for 2009. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		0
    f Undistributed income for 2010. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		382,439
    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) ...........     		0
    8Excess distributions carryover from 2005 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		0
    9Excess distributions carryover to 2011.
    Subtract lines 7 and 8 from line 6a ......     		0
    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)
    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 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) 2010 (b) 2009 (c) 2008 (d) 2007
             
    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).)
    PHOEBE R LEWIS
    JOHN D LEWIS
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2010)
    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)
    aPaid during the year
    ALVERNO COLLEGE
    3400 S 43RD ST
    MILWAUKEE,WI53234     		N/A PUBLIC CHARITY EDUCATION 1,000
    AMERICAN PLAYERS THEATER
    PO BOX 819
    SPRING GREEN,WI53588     		N/A PUBLIC CHARITY THEATER & ARTS 2,000
    AMERICAN RED CROSS - MILWAUKEE
    2600 W WISCONSIN AVE
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY MEDICAL 1,000
    AMERICAN RED CROSS - S ARIZONA
    5301 EAST BROADWAY BLVD
    TUCSON,AZ85711     		N/A PUBLIC CHARITY MEDICAL 1,000
    ARIZONA LAND & WATER TRUST
    3127 N CHERRY AVENUE
    TUSCON,AZ85719     		N/A PUBLIC CHARITY ENVIRONMENT 500
    ARIZONA THEATER COMPANY
    40 E 14TH ST
    TUCSON,AZ85701     		N/A PUBLIC CHARITY THEATER & ARTS 800
    AURORA REGIONAL FIRE MUSEUM
    PO BOX 1782
    AURORA,IL60507     		N/A PUBLIC CHARITY EDUCATION 400
    BALDWIN SCHOOL
    701 MONTGOMERY AVE
    BRYN MAWR,PA190103597     		N/A PUBLIC CHARITY EDUCATION 2,000
    BLOOD CENTER
    PO BOX 2178
    MILWAUKEE,WI53201     		N/A PUBLIC CHARITY MEDICAL 1,000
    BORDERLINKS
    620 S 6TH AVE
    TUSCON,AZ85701     		N/A PUBLIC CHARITY CAPITAL CAMPAIGN 1,000
    CARLETON COLLEGE
    1 N COLLEGE ST
    NORTHFIELD,MN55057     		N/A PUBLIC CHARITY EDUCATION 2,000
    CIRCUS WORLD MUSEUM
    550 WATER ST HIGHWAY 113
    BARABOO,WI53913     		N/A PUBLIC CHARITY SOCIAL 1,000
    COURT THEATRE
    5535 S ELLIS AVE
    CHICAGO,IL60637     		N/A PUBLIC CHARITY THEATER & ARTS 500
    DOCTORS WITHOUT BORDERS
    333 7TH AVENUE 2ND FLOOR
    NEW YORK,NY100015004     		N/A PUBLIC CHARITY HEALTH 2,000
    ECONOMICS WISCONSIN
    161 W WISCONSIN AVE SUITE 3143
    MILWAUKEE,WI53203     		N/A PUBLIC CHARITY EDUCATION 1,000
    FAMILY SUPPORT & RESOURCE CENTER
    1945 W BROADWAY
    MADISON,WI53713     		N/A PUBLIC CHARITY SOCIAL 2,000
    FRANK LLOYD WRIGHT HERITAGE
    PO BOX 6339
    MADISON,WI537160339     		N/A PUBLIC CHARITY COMMUNITY 1,000
    FRIENDS OF SCHLITZ-AUDUBON CENTER INC
    1111 E BROWN DEER RD
    MILWAUKEE,WI53217     		N/A PUBLIC CHARITY ENVIRONMENT 500
    GRAND AVENUE CLUB
    210 E MICHIGAN ST
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY EDUCATION 500
    HABITAT FOR HUMANITY-TUCSON AZ
    621 W LESTER ST
    TUCSON,AZ85705     		N/A PUBLIC CHARITY SOCIAL 500
    HANDS OF PEACE
    1000 ELM STREET
    GLENVIEW,IL60025     		N/A PUBLIC CHARITY RELIGIOUS 1,000
    INTERFAITH BUSINESS BUILDERS
    1707 WESTWOOD AVE
    CINCINNATI,OH45214     		N/A PUBLIC CHARITY SOCIAL 1,000
    INTERNATIONAL CRANE FOUNDATION
    PO BOX 447
    BARABOO,WI53913     		N/A PUBLIC CHARITY ENVIRONMENT 1,500
    KUAT COMMUNICATIONS GROUP
    PO BOX 210067
    TUCSON,AZ857210067     		N/A PUBLIC CHARITY AZ PUBLIC MEDIA RADIO STATIONS 500
    LAFAYETTE COLLEGE
    QUAD DRIVE
    EASTON,PA18042     		N/A PUBLIC CHARITY EDUCATION 5,000
    LEGAL MOMENTUMNOW LEGAL DEFENSE AND EDUCATION FUND
    395 HUDSON STREET
    NEW YORK,NY100143684     		N/A PUBLIC CHARITY EDUCATION 1,000
    LINCOLN PARK ZOO
    PO BOX 14903
    CHICAGO,IL60614     		N/A PUBLIC CHARITY ENVIRONMENT 500
    LITERATURE FOR ALL OF US
    2010 DEWEY AVE
    EVANSTON,IL60201     		N/A PUBLIC CHARITY EDUCATION 1,000
    LOOMIS CHAFFEE SCHOOL
    4 BATCHEDLER ROAD
    WINDSOR,CT06095     		N/A PUBLIC CHARITY EDUCATION 2,000
    MADISON COMMUNITY FOUNDATION
    PO BOX 5010
    MADISON,WI53705     		N/A PUBLIC CHARITY SOCIAL 1,700
    MALAIKA EARLY LEARNING CENTER
    125 W AUER AVENUE
    MILWAUKEE,WI53212     		N/A PUBLIC CHARITY EDUCATION 1,000
    MARTHA'S VINEYARD HOSPICE
    PO BOX 2549
    OAK BLUFFS,MA02557     		N/A PUBLIC CHARITY HEALTH 500
    MARTHA'S VINEYARD HOSPITAL
    PO BOX 1477
    OAK BLUFFS,MA02557     		N/A PUBLIC CHARITY HEALTH 20,000
    MARTHA'S VINEYARD MUSEUM
    PO BOX 1310
    EDGARTOWN,MA02539     		N/A PUBLIC CHARITY EDUCATION 500
    MEDICAL COLLEGE OF WISCONSIN
    8701 WATERTOWN PLANK ROAD
    MILWAUKEE,WI53226     		N/A PUBLIC CHARITY EDUCATION 2,500
    MILWAUKEE ART MUSEUM
    700 N ART MUSEUM DR
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY THEATER & ARTS 6,000
    MILWAUKEE CHAMBER THEATER
    158 N BROADWAY
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY THEATER & ARTS 2,000
    MILWAUKEE PUBLIC MUSEUM
    800 W WELLS ST
    MILWAUKEE,WI53233     		N/A PUBLIC CHARITY EDUCATION 500
    MILWAUKEE REPERTORY THEATER
    108 E WELLS ST
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY THEATER & ARTS 2,000
    MILWAUKEE ROTARY CLUB FOUNDATION
    750 N LINCOLN MEMORIAL DR STE 320
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY EDUCATION 2,000
    MILWAUKEE SYMPHONY ORCHESTRA
    700 N WATER STREET SUITE 700
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY THEATER & ARTS 1,000
    NAMI WISCONSIN
    1410 NORTHPORT DRIVE
    MADISON,WI53704     		N/A PUBLIC CHARITY EDUCATION 1,700
    NATIONAL AUDUBON SOCIETY
    700 BROADWAY
    NEW YORK,NY10003     		N/A PUBLIC CHARITY ENVIRONMENT 1,400
    NATURE CONSERVANCY OF AZ
    1510 E FORT LOWELL ROAD
    TUCSON,AZ85719     		N/A PUBLIC CHARITY ENVIRONMENT 2,000
    NATURE CONSERVANCY OF WI
    4245 N FAIRFAX DR SUITE 100
    ARLINGTON,VA22203     		N/A PUBLIC CHARITY ENVIRONMENT 4,000
    NEWARK HIGH SCHOOL CALL TO COLLEGE
    314 GRANVILLE ST
    NEWARK,OH43055     		N/A PUBLIC CHARITY EDUCATION 2,000
    NEXT ACT THEATER
    219 N MILWAUKEE ST
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY THEATER & ARTS 5,000
    NORTH PARK ELEMENTARY SCHOOL
    2017 W MONTROSE
    CHICAGO,IL60618     		N/A PUBLIC CHARITY EDUCATION 2,000
    OPTIMIST THEATRE
    2010 N 1ST ST
    MILWAUKEE,WI53212     		N/A PUBLIC CHARITY THEATER & ARTS 1,000
    PINE STREET INN
    444 HARRISON AVE
    BOSTON,MA02118     		N/A PUBLIC CHARITY SOCIAL 1,500
    PINEY WOODS SCHOOL
    PO BOX 57
    PINEY WOODS,MS39148     		N/A PUBLIC CHARITY EDUCATION 66,000
    PLANNED PARENTHOOD OF AZ
    127 S FIFTH AVE
    TUCSON,AZ85701     		N/A PUBLIC CHARITY MEDICAL 4,000
    PLANNED PARENTHOOD OF WI
    111 KING ST SUITE 23
    MADISON,WI532012566     		N/A PUBLIC CHARITY MEDICAL 4,000
    PORCHLIGHT INC
    306 N BROOKS ST
    MADISON,WI53715     		N/A PUBLIC CHARITY SOCIAL 3,000
    PRINCETON UNIVERSITY
    PO BOX 46
    PRINCETON,NJ08544     		N/A PUBLIC CHARITY EDUCATION 5,000
    RESOURCE CENTER
    222 EAST 135TH PLACE
    CHICAGO,IL60627     		N/A PUBLIC CHARITY ENVIRONMENT 500
    RIVEREDGE NATURE CENTER
    PO BOX 26
    NEWBURG,WI53060     		N/A PUBLIC CHARITY ENVIRONMENT 2,000
    RIVER REVITALIZATION FOUNDATION
    1845 N FARWELL AVE STE 100
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY ENVIRONMENT 3,000
    ROSIE'S PLACE
    889 HARRISON AVE
    BOSTON,MA02118     		N/A PUBLIC CHARITY SOCIAL 1,500
    SHERIFF'S MEADOWS FDN
    ROUTE 1 BOX 319X
    VINEYARD HAVEN,MA02568     		N/A PUBLIC CHARITY ENVIRONMENT 5,000
    SILVER SPRING NEIGHBORHOOD CENTER
    5460 N 64TH ST
    MILWAUKEE,WI53218     		N/A PUBLIC CHARITY SOCIAL 7,000
    SKYLIGHT THEATRE
    158 N BROADWAY
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY THEATER & ARTS 5,000
    SMITH COLLEGE
    33 ELM STREET
    NORTHAMPTON,MA01063     		N/A PUBLIC CHARITY EDUCATION 1,000
    SMITH COLLEGE MUSEUM OF ART
    ELM STREET AT BEDFORD TERRACE
    NORTHAMPTON,MA01063     		N/A PUBLIC CHARITY THEATER & ARTS 5,000
    SMITH COLLEGE-PRES COUNCIL
    33 ELM STREET
    NORTHAMPTON,MA01063     		N/A PUBLIC CHARITY EDUCATION 50,000
    SPARC
    1 SPARC CENTER PLAZA 232 BRUM LANE
    SPRINGFIELD,IL62702     		N/A PUBLIC CHARITY EDUCATION 1,500
    SAINT JOHN'S ON THE LAKE
    1840 N PROSPECT AVE
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY RELIGIOUS 2,000
    SUFFIELD ACADEMY
    185 NORTH MAIN STREET
    SUFFIELD,CT06078     		N/A PUBLIC CHARITY EDUCATION 1,000
    TEN CHIMNEY'S FOUNDATION
    PO BOX 225
    GENESEE DEPOT,WI53127     		N/A PUBLIC CHARITY THEATER & ARTS 27,000
    THE ORIENTAL INSTITUTE OF THE UNIVERSITY OF CHICAGO
    1155 E 58TH ST
    CHICAGO,IL60637     		N/A PUBLIC CHARITY EDUCATION 500
    THE WEST TISBURY LIBRARY FOUNDATION
    PO BOX 1238
    WEST TISBURY,MA02575     		N/A PUBLIC CHARITY EDUCATION 3,000
    TUCSON SYMPHONY ORCHESTRA
    2175 N 6TH AVE
    TUCSON,AZ85705     		N/A PUBLIC CHARITY THEATER & ARTS 500
    UNITED COMMUNITY CENTER
    1028 S 9TH ST
    MILWAUKEE,WI53204     		N/A PUBLIC CHARITY SOCIAL 1,000
    UNITED WAY
    225 W VINE ST
    MILWAUKEE,WI53212     		N/A PUBLIC CHARITY SOCIAL 8,000
    UNIVERSITY OF ARIZONA ART MUSEUM
    PO BOX 210109
    TUCSON,AZ857210109     		N/A PUBLIC CHARITY EDUCATION 2,000
    UNIVERSITY OF ARIZONA SCHOOL OF ART
    PO BOX 210109
    TUCSON,AZ857210109     		N/A PUBLIC CHARITY EDUCATION 1,000
    UNIVERSITY OF CHICAGO
    5801 S ELLIS AVE
    CHICAGO,IL60637     		N/A PUBLIC CHARITY CHAIRMAN'S FUND-RADIOLOGY 1,500
    UNIVERSITY OF CHICAGO LABORATORY SCHOOLS
    1362 E 59TH ST
    CHICAGO,IL60637     		N/A PUBLIC CHARITY EDUCATION 5,000
    UNIVERSITY OF CHICAGO URBAN EDUCATION INSTITUTE
    1313 E 60TH ST
    CHICAGO,IL60637     		N/A PUBLIC CHARITY EDUCATION 2,000
    UPAF
    929 N WATER ST
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY THEATER & ARTS 3,500
    UW ARBORETUM
    1207 SEMINOLE HIGHWAY
    MADISON,WI537113726     		N/A PUBLIC CHARITY ENVIRONMENT 700
    UW-MILWAUKEE FOUNDATION
    PO BOX 413
    MILWAUKEE,WI53201     		N/A PUBLIC CHARITY EDUCATION 14,000
    VINEYARD PLAYHOUSE
    PO BOX 242
    VINEYARD HAVEN,MA02568     		N/A PUBLIC CHARITY THEATER & ARTS 2,500
    VISITING NURSE ASSOCIATION OF MARTHA'S VINEYARD
    457 A STATE ROAD
    VINEYARD HAVEN,MA02568     		N/A PUBLIC CHARITY MEDICAL 1,000
    VISITING NURSE ASSOCIATION OF WISCONSIN
    11333 W NATIONAL AVE
    MILWAUKEE,WI53227     		N/A PUBLIC CHARITY MEDICAL 5,000
    WELLESLEY COLLEGE
    106 CENTRAL STREET
    WELLESLEY,MA02481     		N/A PUBLIC CHARITY EDUCATION 5,000
    WOMEN'S FUND-GTR MILWAUKEE FDN
    1020 N BROADWAY
    MILWAUKEE,WI53202     		N/A PUBLIC CHARITY SOCIAL 1,000
    WOODS HOLE OCEANOGRAPHIC INSTITUTE
    MS 8
    WOODS HOLE,MA02543     		N/A PUBLIC CHARITY EDUCATION 500
    Total .................................bullet 3a 346,700
    bApproved for future payment
    Total ..................................bullet 3b 0
    Form 990-PF (2010)
    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 (e)
    Related or exempt
    function income
    (See page 28 of
    the instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments          
    4 Dividends and interest from securities....     14 182,294  
    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.....     14 2,358  
    8Gain or (loss) from sales of assets other than inventory     18 163,340  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 347,992 0
    13Total. Add line 12, columns (b), (d), and (e)...................
    13347,992
    (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.
    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 organization’s exempt purposes (other than by providing funds for such purposes). (See
    page 28 of the instructions.)
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash....................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements............................
    1b(4)
     
    No
    (5) Loans or loan guarantees..............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2010)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2010 AccountingFeesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 3,343 2,506   837

    TY 2010 InvestmentsCorpBondsSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Name of Bond End of Year Book Value End of Year Fair Market Value
    SHELL INTL FIN 3.1% 94,728 95,506
    COCA COLA CO NT 3.625% 0 0
    CONOCOPHILLIPS GTD NT 4.75% 0 0
    HEWLETT PACKARD CO GLBL NT 4.75% 90,131 98,611
    WESTPAC BKG CORP 3% 75,011 75,379

    TY 2010 InvestmentsCorpStockSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Name of Stock End of Year Book Value End of Year Fair Market Value
    PK NATL CORP COM 666,921 1,139,902
    ACCENTURE PLC SHS CL A NEW 117,802 196,385
    ADR INFOSYS TECHNOLOGIES LTD 155,510 257,911
    APACHE CORP COM 130,043 170,499
    CITRIX SYS INC 0 0
    CME GROUP INC COM STK 131,051 159,266
    COGNIZANT TECHNOLOGY SOLUTIONS 146,634 316,613
    DEVRY INC DEL COM 169,308 179,685
    EXPRESS SCRIPTS INC 54,463 225,929
    FASTENAL CO COM 16,871 38,942
    FRKLN RES INC COM 161,769 169,039
    GOLDMAN SACHS GROUP 0 0
    HEARTLAND EXPRESS 31,419 34,171
    HEWLETT PACKARD CO 162,239 135,141
    JACOBS ENGR GROUP 23,194 52,269
    KOHLS CORP 131,063 165,194
    ORACLE CORP COM 164,858 207,832
    PNC FINANCIAL SERVICES GROUP 156,249 179,428
    SCHWAB CHARLES CORP COM 0 0
    TJX COS INC COM 99,216 146,487
    VISA INC COM CL A 177,743 188,970
    WALGREEN CO COM 0 0
    ABBOTT LAB COM 72,513 91,029
    AMER ELEC PWR CO INC COM 138,783 136,724
    AVON PRODUCTS 0 0
    CATERPILLAR INC 60,216 140,490
    CELGENE CORP COM 91,569 94,624
    CHEVRON CORP 100,066 155,125
    CISCO SYS INC 64,241 70,805
    COCA COLA CO COM 122,023 124,963
    CONS EDISON INC 142,874 158,624
    CVS CAREMARK CORP COM STK 117,704 132,126
    DANAHER CORP COM 108,684 136,793
    DEVON ENERGY CORP 0 0
    DUKE ENERGY CORP 173,460 158,509
    EATON CORP COM 120,942 121,812
    ELI LILLY & CO COM 0 0
    EMERSON ELEC CO 0 0
    EXXON MOBIL CORP COM 117,498 162,253
    GENERAL ELECTRIC 132,481 124,372
    HEWLETT PACKARD CO 88,695 79,990
    INTEL CORP 76,275 94,635
    INTERNATIONAL BUSINESS MACHS CORP 91,270 117,408
    JOHNSON & JOHNSON COM 0 0
    KROGER CO COM 127,151 134,160
    L-3 COMMUNICATIONS HLDG CORP 0 0
    LOEWS CORP COM 103,541 124,512
    MCDONALDS CORP COM 58,157 130,492
    MICROSOFT CORP 81,278 80,968
    NEWMONT MINING CORP NEW COM 30,708 43,001
    ORACLE CORP COM 89,223 97,030
    PARKER-HANNIFIN CORP 0 0
    PFIZER INC COM 149,483 136,578
    PROCTER & GAMBLE CO 0 0
    QUALCOMM INC COM 94,961 94,031
    SCHLUMBERGER LTD COM 0 0
    SOUTHERN CO COM 127,045 141,451
    THERMO FISHER CORP 92,133 99,648
    UNITED TECHNOLOGIES CORP 89,170 133,824
    WAL-MART STORES INC COM 122,059 124,039
    XTO ENERGY INC 0 0
    3M CO COM 108,851 129,450

    TY 2010 InvestmentsOtherSchedule2
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ML PRIVATE EQUITY FUND LLC AT COST 149,488 117,040
    MFB NORTHERN FDS MUNI & TAXABLE MONEY MKT FDS AT COST 547,646 547,646
    CASH IN TRANSIT AT COST 0 0

    TY 2010 LegalFeesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 30 22   8


    TY 2010 OtherExpensesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ML PRIVATE EQUITY FUND-INV EXPENSE 4,556 4,556   0


    TY 2010 OtherIncomeSchedule2
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ML PRIVATE EQUITY FUND LLC (K-1) MISC INVESTMENT INCOME 2,358 2,358 2,358


    TY 2010 OtherLiabilitiesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Description Beginning of Year - Book Value End of Year - Book Value
    CASH IN TRANSIT 0 94,949


    TY 2010 OtherProfessionalFeesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADMINISTRATIVE EXPENSE 3,500 2,625   875
    INVESTMENT MANAGEMENT FEES 50,667 50,667   0
    BANK FEES 150 150   0


    TY 2010 TaxesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    EIN: 31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES 136 136   0