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
BILL AND CAROL LATIMER CHARITABLE FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)201 WEST MAIN ST NO E   Room/suite
City or town, state, and ZIP code
UNION CITY, TN38261
A Employer identification number

20-3450991
B Telephone number (see page 10 of the instructions)

(731) 885-2888
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$128,906,081J 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) 17,036,134
2 Check bullet
3 Interest on savings and temporary cash investments 10,323 10,323  
4 Dividends and interest from securities...... 417,721 417,721  
5a Gross rents.............. 113,299 113,299  
b Net rental income or (loss) 113,299
6a Net gain or (loss) from sale of assets not on line 10 216,607
b Gross sales price for all assets on line 6a 3,164,586
7 Capital gain net income (from Part IV, line 2)... 216,607
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 28,303,382 28,303,382  
12 Total. Add lines 1 through 11........ 46,097,466 29,061,332  
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).........        
b Accounting fees (attach schedule)....... Click to see attachment 14,850 14,850   14,850
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 519,092 519,092   519,092
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 134,333 134,333   134,333
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 668,275 668,275   668,275
25 Contributions, gifts, grants paid........ 4,143,372 4,143,372
26 Total expenses and disbursements. Add lines 24 and 25 4,811,647 668,275   4,811,647
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 41,285,819
b Net investment income (if negative, enter -0-) 28,393,057
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............... -872,029 1,975,773 1,975,773
2 Savings and temporary cash investments..........   114,710 114,710
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)........ 18,965,931 Click to see attachment35,384,782 39,095,165
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 42,512,021 Click to see attachment49,254,706 64,096,789
14 Land, buildings, and equipment: basis bullet859,635
Less: accumulated depreciation (attach schedule) bullet   939,635 Click to see attachment859,635 1,158,800
15 Other assets (describe bullet) Click to see attachment7,192,984 Click to see attachment22,464,844 Click to see attachment22,464,844
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 68,738,542 110,054,450 128,906,081
Liabilities 17 Accounts payable and accrued expenses..........   75,000
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 attachment44,911 Click to see attachment0
23 Total liabilities (add lines 17 through 22).......... 44,911 75,000
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 68,693,631 109,979,450
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 68,693,631 109,979,450
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 68,738,542 110,054,450
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 68,693,631
2 Enter amount from Part I, line 27a...................... 2 41,285,819
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 109,979,450
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.. 6 109,979,450
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 E-TRADE FINANCIAL - ACCOUNT #615-53816 P 2009-12-31 2010-06-25
b E-TRADE FINANCIAL - ACCOUNT #615-53816 P 2010-03-08 2010-07-18
c E-TRADE FINANCIAL - ACCOUNT #615-53816 P 2006-09-17 2010-07-07
d SALE OF LAND P 2006-12-31 2010-01-04
e SALE OF HORSEMAN GLOBAL P 2007-01-01 2010-01-20
GALLEON TECHNOLOGY OFFSHORE P 2006-05-01 2010-03-19
GALLEON INTERNATIONAL FUND P 2007-03-01 2010-05-17
WESTBROOK/TIGER REAL ESTATE P 2006-01-01 2010-12-31
(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 247,498   261,308 -13,810
b 15,177     15,177
c 1,152,562   1,606,571 -454,009
d 150,000   80,100 69,900
e 1,304,764   1,000,000 304,764
181,487     181,487
53,048     53,048
60,050     60,050
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       -13,810
b       15,177
c       -454,009
d       69,900
e       304,764
      181,487
      53,048
      60,050
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 2 216,607
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 4,310,062 63,376,837 0.068007
2008 2,756,687 84,061,045 0.032794
2007 888,046 54,195,656 0.016386
2006 215,948 31,841,085 0.006782
2005 326,028 21,362,977 0.015261
2 Total of line 1, column (d) ...................... 2 0.139230
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 0.027846
4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5..... 4 84,584,833
5 Multiply line 4 by line 3....................... 5 2,355,349
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 283,931
7 Add lines 5 and 6......................... 7 2,639,280
8 Enter qualifying distributions from Part XII, line 4.............. 8 4,811,647
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 1 283,931
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............................ 3 283,931
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- ..... 5 283,931
6 Credits/Payments:
a 2010 estimated tax payments and 2009 overpayment credited to 2010 6a 375,000
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 75,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 450,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 266
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 10 165,803
11 Enter the amount of line 10 to be: Credited to 2011 estimated taxBullet0 Refunded Bullet 11 165,803
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)bulletTN
    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 ofbulletTHE FOUNDATION Telephone no.bullet (731) 885-2888
    Located atbullet201 WEST MAIN ST NO EUNION CITYTN ZIP+4bullet38261
    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
    WILLIAM LATIMER III PRESIDENT
    0.00     		0 0 0
    1312 HONEYSUCKLE DR
    UNION CITY,TN38261
    CAROL LATIMER SECRETARY
    0.00     		0 0 0
    1312 HONEYSUCKLE DR
    UNION CITY,TN38261
    JOHN WARNER JR VICE PRESIDENT
    0.00     		0 0 0
    308 W CHURCH ST
    UNION CITY,TN38261
    MARK LAYNE TRUSTEE
    0.00     		0 0 0
    26 SECURITY DRIVE
    JACKSON,TN38305
    JACK S HUDGENS TRUSTEE
    0.00     		0 0 0
    5127 S SHADY GROVE ROAD
    UNION CITY,TN38261
    JIM GLASGOW TRUSTEE
    0.00     		0 0 0
    1072 WILDWOOD COVE
    UNION CITY,TN38261
    AL OLIVER TRUSTEE
    0.00     		0 0 0
    2021 STONEWALL DRIVE
    UNION CITY,TN38261
    JUDY BARKER TRUSTEE
    0.00     		0 0 0
    4326 HUBERT HARRIS ROAD
    UNION CITY,TN38261
    JOHN HARNEY TRUSTEE
    0.00     		0 0 0
    6858 W GUM STREET
    MURFREESBORO,TN37127
    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
     
    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  
    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
    84,562,738
    b
    Average of monthly cash balances.......................
    1b
    151,389
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    1,158,800
    d
    Total (add lines 1a, b, and c).........................
    1d
    85,872,927
    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
    85,872,927
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ............................
    4
    1,288,094
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    84,584,833
    6
    Minimum investment return. Enter 5% of line 5...................
    6
    4,229,242
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    4,229,242
    2a
    Tax on investment income for 2010 from Part VI, line 5......
    2a
    283,931
    b
    Income tax for 2010. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    283,931
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,945,311
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4.............................
    5
    3,945,311
    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
    3,945,311
    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
    4,811,647
    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
    4,811,647
    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
    283,931
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4...............
    6
    4,527,716
    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 3,945,311
    2 Undistributed income, if any, as of the end of 2010:
    a Enter amount for 2009 only....... 1,755,284
    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$ 4,811,647
    a Applied to 2009, but not more than line 2a 1,755,284
    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..... 3,056,363
    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 ..........     		888,948
    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).)
    WILLIAM LATIMER III
    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
    STUDENT LOAN PROGRAM - BROOKE BEACHUM
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,500
    STUDENT LOAN PROGRAM - JENNIFER BROOKS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 3,000
    STUDENT LOAN PROGRAM - SHARIA ARMOUR
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,970
    STUDENT LOAN PROGRAM - QUENTIN BROWN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 3,000
    STUDENT LOAN PROGRAM - RACHAEL COLEMAN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,500
    STUDENT LOAN PROGRAM - KC COVINGTON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - MARY ALEXIS CREWS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - SARAH GAMMON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 4,000
    STUDENT LOAN PROGRAM - STEVEN GOSSETT
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - DARRIN HOWARD
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 4,000
    STUDENT LOAN PROGRAM - CRIMSON INGRAM
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,500
    STUDENT LOAN PROGRAM - JORDAN JONES
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - CHRISTOPHER KELLY
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - CHELSEY MATHIS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - TRACY MAULDIN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,007
    STUDENT LOAN PROGRAM - BRANDON PHILIP MCGINNIS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,500
    STUDENT LOAN PROGRAM - JANET L MORRIS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,300
    STUDENT LOAN PROGRAM - EMEKA MOSES
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 5,400
    STUDENT LOAN PROGRAM - SARAH OLDS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - KELSEY REED
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 3,000
    STUDENT LOAN PROGRAM - JEFFREY REID
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - BETHANY TENNENT
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 10,569
    STUDENT LOAN PROGRAM - KATELYN VETETO
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 900
    ASBURY T SEMINARY
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 3,789,520
    BOY SCOUT 55
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 EDUCATIONAL 1,000
    BOYS AND GIRLS CLUB
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 EDUCATIONAL 10,000
    CHRISTIAN ATHLETICS
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 EDUCATIONAL 20,933
    CHRISTMAS CHILD
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 2,489
    WYNNBURG BAPTIST
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 2,800
    GRACE PLACE
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 1,000
    HABITAT FOR HUMANITY
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 EDUCATIONAL 39,467
    OBION CO CANCER
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 EDUCATIONAL 5,000
    CUMBERLAND PRESBYTERIAN MISSION
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 2,500
    OBION CO LIBRAY
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 EDUCATIONAL 24,197
    DAMASCUS MINISTRIES
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 3,175
    SHILOH BAPTIST CHURCH
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 325
    STUDENT LOAN PROGRAM - A JOEL BECKMAN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,400
    STUDENT LOAN PROGRAM - ABREA GARWOOD
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - ADAM BATTLES
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 4,000
    STUDENT LOAN PROGRAM - ADAM GIBSON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - ADAM MOON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - ALLISON JONES
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - ANDREW BERRY
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - ANDREW WILSON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 4,000
    STUDENT LOAN PROGRAM - ASHLEY BALDWIN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - ASHLEY BURDETTE
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,500
    STUDENT LOAN PROGRAM - BRANDI WALKER
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 550
    STUDENT LOAN PROGRAM - BRANDON MARSHALL
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,500
    STUDENT LOAN PROGRAM - BROOKE KANE
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - BROOKE LAWS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - BUDDY LEGENS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 6,000
    STUDENT LOAN PROGRAM - CHERISH COOPER
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - CLAY ADAMS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 3,500
    STUDENT LOAN PROGRAM - COREY ANNE YOUREE
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - CORY FERGUSON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 3,000
    STUDENT LOAN PROGRAM - DANIEL TOMYN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,100
    STUDENT LOAN PROGRAM - DELAINA CARY
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - DENISE BELL
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 3,000
    STUDENT LOAN PROGRAM - DEREK LEWIS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 4,000
    STUDENT LOAN PROGRAM - DUCAN TROUT JR
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - ELIZABETH BARNES
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - ELIZABETH OWEN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - GENTRY REEDY
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - HEATHER BURDETTE
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 3,000
    STUDENT LOAN PROGRAM - HEATHER DRAGG
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 5,000
    STUDENT LOAN PROGRAM - HEATHER MORTON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - HEATHER SIMPSON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - JACOB CARR
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - JAMES ROBERT KELLY
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - JASON PATE
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - JEFFREY ALEXANDER
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 6,000
    STUDENT LOAN PROGRAM - JONATHON REYNA
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - JULIE GLASCOE
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 18,070
    STUDENT LOAN PROGRAM - JULIE RAGSDALE
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 16,600
    STUDENT LOAN PROGRAM - JUSTIN HATLER
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - JUSTIN OWENS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,500
    STUDENT LOAN PROGRAM - KATIE DONALDSON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - KELBY GALEY
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - KEVIN ESPY
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - LASTACIA EVANS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - LAUREN DOWDY
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - LISA HELLMANN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 7,737
    STUDENT LOAN PROGRAM - LUCAS LITTLETON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,500
    STUDENT LOAN PROGRAM - NANCY CALKINS
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,500
    STUDENT LOAN PROGRAM - NATHAN BROWN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 2,000
    STUDENT LOAN PROGRAM - RACHAEL BALTHAZOR
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 7,059
    STUDENT LOAN PROGRAM - SAMUEL AL-HAGAL
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 3,000
    STUDENT LOAN PROGRAM - SCOTT SMYTH
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 10,718
    STUDENT LOAN PROGRAM - SHAWN CHANDLER
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    SAMARITANS PURSE
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 2,500
    STUDENT LOAN PROGRAM - TAYLOR PERRYMAN
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 4,000
    STUDENT LOAN PROGRAM - WHITLEY SOUTHERLAND
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    STUDENT LOAN PROGRAM - XAVIER ROBINSON
    201 WEST MAIN ST
    UNION CITY,TN38261     		    EDUCATIONAL 1,000
    WEST JACKSON BAPTIST
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 4,000
    UNITED METHODIST WOMEN
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 900
    UNITED METHODIST WOMEN SARASOTA
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 1,186
    YOUNG LIFE
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 EDUCATIONAL 1,000
    CHRISTIAN FELLOWSHIP CHURCH
    201 WEST MAIN ST
    UNION CITY,TN38261     		  501(C)3 RELIGIOUS 5,000
    Total .................................bullet 3a 4,143,372
    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         10,323
    4 Dividends and interest from securities....         417,721
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....         113,299
    6Net rental income or (loss) from personal property          
    7 Other investment income.....         28,303,382
    8Gain or (loss) from sales of assets other than inventory         216,607
    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 0 29,061,332
    13Total. Add line 12, columns (b), (d), and (e)...................
    1329,061,332
    (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.)
    3 INCOME & GROWTH INVESTMENTS FUND THE TRUST CHARITABLE PURPOSE
    4 INCOME & GROWTH INVESTMENTS FUND THE TRUST CHARITABLE PURPOSE
    5 INCOME & GROWTH INVESTMENTS FUND THE TRUST CHARITABLE PURPOSE
    7 INCOME & GROWTH INVESTMENTS FUND THE TRUST CHARITABLE PURPOSE
    8 INCOME & GROWTH INVESTMENTS FUND THE TRUST CHARITABLE PURPOSE
    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
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    OMB No. 1545-0047
    2010
    Name of organization
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
     
    Employer identification number

    20-3450991
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule—
    Special Rules
    ......................... Arrow Bullet   $    
    Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990, or check the box in the heading of its
    Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2010)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 1 of 3 of Part I
    Name of organization
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
          		Employer identification number

    20-3450991
    Part I
    Contributors (see Instructions)
    		     
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    1
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$9,720,000




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

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$305,000




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

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$273,300




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    4
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$401,700




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    5
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$658,945




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    6
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$287,600




    (Complete Part II if there is
    a noncash contribution.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 2 of 3 of Part I
    Name of organization
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
          		Employer identification number

    20-3450991
    Part I
    Contributors (see Instructions)
    		     
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    7
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$591,400




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    8
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$95,400




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    9
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$284,800




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    10
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$195,750




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    11
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$408,700




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    12
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$905,100




    (Complete Part II if there is
    a noncash contribution.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 3 of 3 of Part I
    Name of organization
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
          		Employer identification number

    20-3450991
    Part I
    Contributors (see Instructions)
    		     
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    13
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$194,122




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    14
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$1,117,200




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    15
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$1,149,000




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    16
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$398,617




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
    17
     
     

    WILLIAM H LATIMER III    
    1319 HONEYSUCKLE DR
       
    UNION CITY, TN   38261

    		$49,500




    (Complete Part II if there is
    a noncash contribution.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Aggregate contributions    		 (d)
    Type of contribution
     
     
     

         
     
       

    		$  




    (Complete Part II if there is
    a noncash contribution.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 1 of 3 of Part II
    Name of organization
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
          		Employer identification number

    20-3450991
    Part II
    Noncash Property (see Instructions)
    		     
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    2
    		 ALCOA INC COM - 20,000 SHARES   $305,000 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    3
    		 COEUR D ALENE MINES CORP IDAHO COM NEW - 10,000 SHARES   $273,300 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    4
    		 CALPINE CORP COM NEW - 30,000 SHARES   $401,700 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    5
    		 CEMEX SAB DE CV SPON ADR NEW - 62,400 SHARES   $658,945 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    6
    		 ENDEAVOUR SILVER CORP COM - 40,000 SHARES   $287,600 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    7
    		 FREEPORT-MCMORAN COPPER & GOLD COM - 5,000 SHARES   $591,400 2010-12-28
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 2 of 3 of Part II
    Name of organization
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
          		Employer identification number

    20-3450991
    Part II
    Noncash Property (see Instructions)
    		     
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    8
    		 GENERAL MOLY INC COM - 15,000 SHARES   $95,400 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    9
    		 ICO THERAPEUTICS ORD - 40,000 SHARES   $284,800 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    10
    		 JA SOLAR HOLDING CO LTD SPON ADR - 29,000 SHARES   $195,750 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    11
    		 PAN AMERICAN SILVER CORP COM - 10,000 SHARES   $408,700 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    12
    		 PENGROWTH ENERGY CORP COM - 70,000 SHARES   $905,100 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    13
    		 PARAMOUNT RES LTD CL A - 6,200 SHARES   $194,122 2010-12-28
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 3 of 3 of Part II
    Name of organization
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
          		Employer identification number

    20-3450991
    Part II
    Noncash Property (see Instructions)
    		     
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    14
    		 PROVIDENT ENERGY LTD NEW COM - 140,000 SHARES   $1,117,200 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    15
    		 SILVER WHEATON CORP COM - 30,000 SHARES   $1,149,000 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    16
    		 US GLOBAL INVESTORS GLOBAL RES - 34,245.49 SHARES   $398,617 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    17
    		 ISTA PHARMACEUTICALS INC COM NEW - 10,000 SHARES   $49,500 2010-12-28
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
    Page 1 of 1 of Part III
    Name of organization
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
          		Employer identification number

    20-3450991
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    aggregating more than $1,000 for the year. (Complete columns (a) through (e) and the following line entry.)
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet $  
    (a) No.
    from
    Part I    		 (b)
    Purpose of gift    		 (c)
    Use of gift    		 (d)
    Description of how gift is held
     
    (e)
    Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b)
    Purpose of gift    		 (c)
    Use of gift    		 (d)
    Description of how gift is held
     
    (e)
    Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b)
    Purpose of gift    		 (c)
    Use of gift    		 (d)
    Description of how gift is held
     
    (e)
    Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b)
    Purpose of gift    		 (c)
    Use of gift    		 (d)
    Description of how gift is held
     
    (e)
    Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2010 AccountingFeesSchedule
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    HORNE LLP 14,850 14,850   14,850

    TY 2010 InvestmentsCorpStockSchedule
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Name of Stock End of Year Book Value End of Year Fair Market Value
    PINNACLE FINANCIAL PARTNERS 45,366 135,800
    GAZPROM 291,160 750,000
    PETROBANK ENERGY & RES LTD 10,684 126,502
    OCCIDENTAL PET CORP 232,990 614,106
    COMMERCE UNION 600,000 600,000
    PITCHSTONE EXPLORATION 225,598 50,821
    HOPFED BANCORP, INC. 1,250,171 724,506
    OPENTV CORP 278,162 0
    YAMANA GOLD 1,012,497 1,410,432
    SURGUTNEFTEGAZ JSC 215,599 316,920
    PAN AMERICAN SILVER CORP 1,054,560 1,648,400
    DYNEGY, INC. 1,021,781 223,114
    ENCANA CORP. 530,838 436,800
    INTERNATIONAL COAL GROUP, INC. 423,717 514,710
    PENGROWTH ENERGY TRUST 1,440,145 1,292,571
    PIONEER NATURAL RESOURCES 672,766 1,302,300
    BEIJING CAPITAL INTL LTD 220,846 117,137
    CANADIAN NATURAL RESOURCES LTD 514,697 710,720
    CME GROUP INC. 22,507 301,480
    CNX GAS CORP 0 0
    COMPANIA DE MINAS BUENAVEN-TURA SA 293,750 979,200
    COMPANIA VALE DO RIO DOCE 787,816 1,382,800
    EDGE PETROLEUM CORP-DEL 0 0
    NEWCREST MINING LTD 87,825 507,219
    MAG SILVER CORP 238,407 282,388
    MASSEY ENERGY CORP 125,508 268,250
    NABORS INDUSTRIES LTD NEW 582,721 703,800
    PALADIN RESOURCES LTD 69,100 100,801
    PLAINS EXPLORATION & PRODUCTION CO 200,000 160,700
    PROVIDENT ENERGY TRUST UNIT 1,684,667 1,669,500
    RANGE RESOURCES CORP 15,330 224,900
    SILVER STANDARD RESOURCES INC. 220,908 282,200
    SILVER WHEATON CORP 1,494,198 2,225,280
    BANK OF AMERICA CORP 361,683 400,200
    CEMEX S A B DE C V 1,527,167 1,020,010
    COEUR D ALENE MINES CORP 496,332 464,440
    CONSOL ENERGY INC 528,268 487,400
    DELL INC 318,115 203,250
    GENERAL ELECTRIC 1,127,893 731,600
    GOLDEN STAR RESOURCES 63,216 91,800
    HECLA MINING CO 406,568 450,400
    KIMBER RESOURCES 55,632 42,000
    NRG ENERGY INC 407,666 195,400
    NYSE EURONEXT 819,024 359,760
    PETROHAWK ENERGY CORP 204,493 182,500
    SUNTRUST BANKS INC 705,651 442,650
    TERNIUM S A 214,508 212,050
    VENOCO 77,658 92,250
    PRECISION DRILLING CORP 64,724 56,483
    CALPINE CORPORATION 713,394 800,400
    MICROSOFT CORPORATION 257,608 279,100
    STONE ENERGY CORPORATION 23,108 111,450
    TESCO CORPORATION 103,545 158,800
    VODAFONE GROUP PLC 663,078 795,844
    ABERDEEN LATIN AMERICA EQUITY 41,142 42,592
    ALCOA INC COM 305,000 307,800
    AMGEN INC 572,266 549,000
    ANGLOGOLD ASHANTI LTD 617,091 738,450
    ANHEUSER BUSCH 254,658 285,450
    BERKSHIRE HATHAWAY INC DEL 1,049,262 1,121,540
    BLACKROCK ENERGY & RESOURCES 650,000 809,677
    CHESAPEAKE MIDSTREAM PARTNERS 400,865 431,550
    CENOVUS ENERGY INC 0 166,200
    CISCO SYSTEMS INC 794,924 809,200
    CONOCOPHILLIPS 359,830 408,600
    CORNING INC 192,508 193,200
    ENDEAVOUR SILVER CORP COM 287,600 293,600
    FREEPORT-MCMORAN COPPER & GOLD COM 591,400 600,450
    GENERAL MOLY INC COM 95,400 97,200
    GEORESOURCES INC 24,904 24,320
    GOLDCORP INC 1,368,538 1,609,300
    ISTA PHARMACEUTICALS INC 49,500 51,300
    JA SOLAR HOLDING CO LTD SPON 195,750 200,680
    MERCK & CO 537,106 540,600
    NORTH AMERICA PALLADIUM 43,907 69,400
    PARAMOUNT RESOURCES LTD 194,122 196,809
    PFIZER INC 341,916 350,200
    US BANCORP DEL COM NEW 479,416 539,400
    US GLOBAL INVESTORS GLOBAL RES 398,617 407,864
    WAL-MART STORES INC 535,415 539,300
    PACE OIL & GAS LTD 0 70,339

    TY 2010 InvestmentsOtherSchedule2
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    GALLEON DIVERSIFIED AT COST 0 277,658
    HORSEMAN GLOBAL AT COST 0 0
    MAVERICK LEVERED FUND AT COST 2,750,000 5,366,800
    ARCHIPELAGO HOLDINGS LTD AT COST 813,966 2,082,818
    PLACER CREEK INVESTORS (BERMUDA) LTD AT COST 2,867,817 3,419,367
    GREENLIGHT CAPITAL OFFSHORE AT COST 1,500,000 3,203,938
    DORSET ENERGY FUND LTD AT COST 1,000,000 2,142,801
    BAY POND AT COST 3,867,816 6,119,723
    GALLEON TECHNOLOGY OFFSHORE AT COST 0 51,970
    WESTBROOK REAL ESTATE FUND LP AT COST 0 17,032
    TERREBONE PARTNERS LLC AT COST 1,867,817 805,734
    TIGER GLOBAL FUND LLC AT COST 1,480,220 2,128,802
    CASTLEROCK MANAGEMENT AT COST 3,000,000 3,439,060
    CVC INTERNATIONAL GROWTH LP AT COST 2,345,293 2,575,531
    PLATINUM EQUITY CAPITAL PARTNER AT COST 5,000,890 5,961,708
    KINETICS FUND AT COST 2,000,000 1,286,520
    MAPLE LEAF OFFSHORE AT COST 1,000,000 869,160
    BGBMD ENTERPRISES AT COST 696,958 2,000,000
    ITHAM CREEK AT COST 1,235,906 1,463,050
    ZWEIG-DIMENNA INT'L AT COST 3,000,000 3,004,427
    ALDEN GLOBAL DISTRESSED OPPORTUNITIES FUND AT COST 4,000,000 6,402,005
    ARGONAUT GLOBAL MACRO FUND LTD AT COST 1,000,000 1,051,782
    ARTIS PARTNERS 2X LTD. AT COST 2,000,000 2,221,367
    PFM HEALTHCARE OFFSHORE FUND LTD AT COST 1,000,000 1,061,667
    ALDEN GLOBAL VALUE AT COST 3,000,000 3,210,251
    ALDEN PARTNERS FUND AT COST 1,000,000 971,000
    THIRD POINT AT COST 828,023 962,618
    EQUINOX PARTNERS LP AT COST 2,000,000 2,000,000

    TY 2010 LandEtcSchedule2
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    LAND 859,635 0 859,635 1,158,800


    TY 2010 OtherAssetsSchedule
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    COMMODITIES - PENSON 7,192,984 22,464,844 22,464,844


    TY 2010 OtherExpensesSchedule
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DUES & FEES 550 550   550
    INVESTMENT EXPENSE 132,652 132,652   132,652
    MISCELLANEOUS 602 602   602
    SUPPLIES 529 529   529


    TY 2010 OtherIncomeSchedule2
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    WESTBROOK REAL ESTATE FUND -4,352 -4,352 -4,352
    TIGER GLOBAL PRIVATE INVESTMENT PARTNERS IV, LP 17,299 17,299 17,299
    STUDENT LOAN PAYMENTS 26,925 26,925 26,925
    OTHER INCOME 4,950 4,950 4,950
    PENSON SECTION 1256 CONTRACT LOSSES 27,406,860 27,406,860 27,406,860
    ITAM CREEK PFIC 126,820 126,820 126,820
    SCHOLARSHIPS -5,500 -5,500 -5,500
    ARCHIPELAGO PFIC 11,923 11,923 11,923
    BAY POND PFIC 239,069 239,069 239,069
    PLACER CREEK PFIC 239,069 239,069 239,069
    TERREBONE PFIC 239,069 239,069 239,069
    TIGER GLOBAL PFIC 1,250 1,250 1,250


    TY 2010 OtherLiabilitiesSchedule
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Description Beginning of Year - Book Value End of Year - Book Value
    MARGIN BALANCE 44,911 0


    TY 2010 TaxesSchedule
    Name:
    BILL AND CAROL LATIMER CHARITABLE FOUNDATION
    EIN: 20-3450991
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL TAX 492,737 492,737   492,737
    FOREIGN TAX PAID 22,265 22,265   22,265
    REAL ESTATE TAXES 4,090 4,090   4,090