TY 2010 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

OMB No. 1545-0052

2010

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

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

Amended returnAddress changeName change

Name of foundation
ORPHAN SOCIETY OF LEXINGTON R74181000

Number and street (or P.O. box number if mail is not delivered to street address)C/O JPMORGAN CHASE BANKNAPOBOX 3038 Room/suite

City or town, state, and ZIP code
MILWAUKEE, WI53201

A Employer identification number

61-0449629

B Telephone number (see page 10 of the instructions)

(414) 977-1210

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

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

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

$2,781,357J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

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

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


1	Contributions, gifts, grants, etc., received (attach schedule)	21,302
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	46,475		46,509
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		34,044
b	Gross sales price for all assets on line 6a 773,973
7	Capital gain net income (from Part IV, line 2)...			45,525
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).......		12	0
12	Total. Add lines 1 through 11........	101,833		92,034
13	Compensation of officers, directors, trustees, etc.	15,801		11,851	3,950
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		1,315	0	1,315
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		20,519	745	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........	84		0	84
23	Other expenses (attach schedule).......		102	229	102
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	37,821		12,825	5,451
25	Contributions, gifts, grants paid........	121,750			121,750
26	Total expenses and disbursements. Add lines 24 and 25	159,571		12,825	127,201
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-57,738
b	Net investment income (if negative, enter -0-)			79,209
c	Adjusted net income (if negative, enter -0-)...

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

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

Form 990-PF (2010)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............	2,529	3,649	3,649
	2	Savings and temporary cash investments..........	199,170	76,500	76,500
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	1,569,553	1,529,448	1,877,953
	c	Investments—corporate bonds (attach schedule)........	659,661	770,943	823,255
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	2,430,913	2,380,540	2,781,357
	17	Accounts payable and accrued expenses..........
	18	Grants payable...................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22)..........	0	0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........	2,430,913	2,380,540
	28	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	29	Retained earnings, accumulated income, endowment, or other funds	0	0
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	2,430,913	2,380,540
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	2,430,913	2,380,540

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	2,430,913
2	Enter amount from Part I, line 27a......................	2	-57,738
3	Other increases not included in line 2 (itemize)	3	7,365
4	Add lines 1, 2, and 3..........................	4	2,380,540
5	Decreases not included in line 2 (itemize)	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	2,380,540

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
1 a	SALES OF PUBLICLY TRADED SECURITIES
b	LONG TERM CAPITAL GAIN DIVIDENDS	P
c	SHORT TERM CAPITAL GAIN DIVIDENDS	P
d	C.G. GAIN - DB COMMODITY INDEX TRACKING FUND	P
e	SEC. 1256 - DB COMMODITY INDEX TRACKING FUND	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	768,324	739,929	28,395
b	1,813		1,813
c	3,836		3,836
d	568		568
e	10,913		10,913

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			28,395
b			1,813
c			3,836
d			568
e			10,913

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	45,525
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		3

Part V

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

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

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

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

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

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2009	167,902	2,392,547	0.070177
2008	201,824	3,508,452	0.057525
2007	159,106	3,586,153	0.044367
2006	160,000	3,631,053	0.044064
2005	147,100	3,092,194	0.047571

2	Total of line 1, column (d) ......................	2	0.263704
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	0.052741
4	Enter the net value of noncharitable-use assets for 2010 from Part X, line 5.....	4	2,557,229
5	Multiply line 4 by line 3.......................	5	134,871
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	792
7	Add lines 5 and 6.........................	7	135,663
8	Enter qualifying distributions from Part XII, line 4..............	8	127,201
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 18.

Form 990-PF (2010)

Page 4

Part VI

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

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	1,584
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2............................	3	1,584
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	1,584
6	Credits/Payments:

a	2010 estimated tax payments and 2009 overpayment credited to 2010	6a	11,000
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	11,000
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	13
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	9,403
11	Enter the amount of line 10 to be: Credited to 2011 estimated tax1,600	Refunded	11	7,803

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ 0(2) On foundation managers. bullet

$ 0

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

on foundation managers. bullet

$ 0

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

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

Yes

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

instructions) bullet

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

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

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

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

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

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

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

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

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

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

Yes

Website address bullet

N/A

The books are in care of bullet

JPMORGAN CHASE BANKNA Telephone no. bullet

(859) 231-2872

Located at bullet

201 EAST MAIN STREET FLOOR 02LEXINGTONKY ZIP+4 bullet

405072003

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

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

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

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

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2010)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If “Yes,” list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If “Yes,” did it have excess business holdings in 2010 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2010.)....................

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If “Yes” to 6b, file Form 8870.

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

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

Form 990-PF (2010)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
SARA HOWELL	DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	DIRECTOR 0.00	0	0	0
FRANCES COX	DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	DIRECTOR 0.00	0	0	0
JOYCE OCKERMAN	DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	DIRECTOR 0.00	0	0	0
JAMIE SCHIER	DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	DIRECTOR 0.00	0	0	0
GENEVA DONALDSON	SECRETARY/DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	SECRETARY/DIRECTOR 0.00	0	0	0
ELIZABETH RUCH	TREASURER/DIRECTOR 2.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	TREASURER/DIRECTOR 2.00	0	0	0
JEAN BREWER	DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	DIRECTOR 0.00	0	0	0
KATHERINE BREWER	DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	DIRECTOR 0.00	0	0	0
LUCY CRAMER COX	PRESIDENT/DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	PRESIDENT/DIRECTOR 0.00	0	0	0
MARTINA OCKERMAN	VICE PRES/DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	VICE PRES/DIRECTOR 0.00	0	0	0
SARAH STEVENS	DIRECTOR 0.00	0	0	0
P O BOX 21825 LEXINGTON,KY40522	DIRECTOR 0.00	0	0	0
JPMORGAN CHASE BANK NA	TRUSTEE 2.00	15,801	0	0
201 E MAIN STREET LEXINGTON,KY405702003	TRUSTEE 2.00	15,801	0	0

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









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

Part IX-A

Summary of Direct Charitable Activities

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


2


3


4

Form 990-PF (2010)

Page 7

Part IX-B

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

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3........................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

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

purposes:

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

2,447,388

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

148,784

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

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

2,596,172

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

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

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

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

2,596,172

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

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

38,943

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

2,557,229

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

127,861

Part XI

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

and do not complete this part.)

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

127,861

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

1,584

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

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

1,584

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

126,277

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

2,000

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

128,277

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

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

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

128,277

Part XII

Qualifying Distributions (see page 25 of the instructions)

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

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

127,201

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

127,201

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)............

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

127,201

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2010)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

	(a) Corpus	(b) Years prior to 2009	(c) 2009	(d) 2010
1 Distributable amount for 2010 from Part XI, line 7				128,277
2 Undistributed income, if any, as of the end of 2010:
a Enter amount for 2009 only.......			81,238
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: $ 127,201
a Applied to 2009, but not more than line 2a			81,238
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.....				45,963
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 ..........				82,314
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)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2010, enter the date of the ruling....... bullet

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

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

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

Part XV

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

1Information Regarding Foundation Managers:

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

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

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

Check here bullet

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

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

JEAN BREWER
P O BOX 21825
LEXINGTON,KY40522
(859) 269-2029

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

A REQUEST FOR A SPECIFIC AMOUNT AND THE INTENDED USE OF THE FUNDS. APPLICATIONS WILL BE PROVIDED TO THE REQUESTOR.

cAny submission deadlines:

3 MONTHS

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

APPLICANT MUST BE AN IRC SECTION 501(C)(3) ORGANIZATION ONLY.

Form 990-PF (2010)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
HENRY CLAY MEMORIAL FOUNDATION 120 SYCAMORE ROAD LEXINGTON,KY40502	NONE	PUBLIC CHARITY	GRANT: SUPPORT ASHLAND	1,900
BABY HEALTH SERVICE 1590 HARRODSBURG ROAD LEXINGTON,KY40504	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	5,000
BLACK CHURCH COALITION OF THE BLUEGRASS INC 961 SAINT MARTINS AVENUE LEXINGTON,KY40511	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	10,000
CENTER FOR WOMEN CHILDREN AND FAMILIES 530 N LIMESTONE LEXINGTON,KY405081674	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	10,000
CHILDREN'S ADVOCACY CENTER OF THE BLUEGRASS INC 183 WALTON AVE LEXINGTON,KY405082315	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	1,000
CHRYSALIS HOUSE 120 CHRYSALIS ST LEXINGTON,KY40508	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	6,000
CROSS MINISTRIES- CATHOLIC DIOCESE OF LEXINGTON 1310 W MAIN STREET LEXINGTON,KY405082048	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	5,000
EXPLORIUM OF LEXINGTON 440 W SHORT STREET LEXINGTON,KY405071200	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	5,000
GOD'S PANTRY FOOD BANK 1685 JAGGIE FOX WAY LEXINGTON,KY405111084	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	7,000
HARRISON SCHOOL - FAYETTE COUNTY PUBLIC SCHOOLS 161 BRUCE STREET LEXINGTON,KY40507	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	7,600
HIGH STREET NEIGHBORHOOD CENTER 228 S LIMESTONE STREET LEXINGTON,KY40508	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	10,000
HIGH STREET YMCA - YMCA OF CENTRAL KY 239 E HIGH ST LEXINGTON,KY405071479	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	5,000
LEXINGTON PHILHARMONIC 161 N MILL STREET LEXINGTON,KY405071125	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	3,250
MCDOWELL BRECKENRIDGE FRESH AIR CAMP 121 OLD LAFAYETTE AVE LEXINGTON,KY405021703	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	6,000
OPEN DOOR CHURCH 749 ADDISON AVE LEXINGTON,KY405044012	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	6,000
SALVATION ARMY 736 W MAIN STREET LEXINGTON,KY40508	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	15,000
SPECIALIZED ALTERNATIVES FOR FAMILIES & YOUTH OF KENTUCKY 3150 CUSTER DRIVE LEXINGTON,KY40517	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	3,000
LEXINGTON WOMANS CLUB INC 2799 CLAY MILLS RD LEXINGTON,KY40503	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	5,000
READING CAMPDIOCESE OF LEXINGTON P O BOX 610 LEXINGTON,KY40588	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	5,000
RUBY BAILEY FAMILY SVC CTR PO BOX 54501 LEXINGTON,KY40555	NONE	PUBLIC CHARITY	PROGRAM SUPPORT	5,000
Total ................................. 3a				121,750

bApproved for future payment

Total .................................. 3b				0

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	46,475
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.....			01	6
8Gain or (loss) from sales of assets other than inventory			18	34,044
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aEXCISE TAX REFUND			01	6
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		0		80,531	0

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

1380,531

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2010)

Page 12

Part XVII

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

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

Yes

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

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If “Yes,” complete the following schedule.

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

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.

	Signature of officer or trustee	Date	Title

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

Form 990-PF (2010)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2010

Name of organization

ORPHAN SOCIETY OF LEXINGTON R74181000

Employer identification number

61-0449629

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

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

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ, that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ, that received from any one contributor,
during the year, aggregate contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ, that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not aggregate to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... 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)

Name of organization ORPHAN SOCIETY OF LEXINGTON R74181000
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part I
Part I	Contributors (see Instructions)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
1	ANNA LATHAM TRUST C/O JPMORGAN CHASE BANKNAPOBOX 3038 MILWAUKEE, WI 53201	$11,186	Person Payroll Noncash (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	ETHEL O HILL TUW C/O JPMORGAN CHASE BANKNAPOBOX 3038 MILWAUKEE, WI 53201	$5,224	Person Payroll Noncash (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	FRANCES K ROSS TW C/O JPMORGAN CHASE BANKNAPOBOX 3038 MILWAUKEE, WI 53201	$2,685	Person Payroll Noncash (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	JAMES KENNING TRUST C/O JPMORGAN CHASE BANKNAPOBOX 3038 MILWAUKEE, WI 53201	$2,207	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Name of organization ORPHAN SOCIETY OF LEXINGTON R74181000
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part II
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
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Page 1 of 1 of Part III

Name of organization
ORPHAN SOCIETY OF LEXINGTON R74181000

Employer identification number

61-0449629

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

(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

(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

(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

(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:

- TIN:

TY 2010 AccountingFeesSchedule

Name:

ORPHAN SOCIETY OF LEXINGTON R74181000

EIN: 61-0449629

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAX PREPARATION FEE	1,315	0		1,315

- TIN:

TY 2010 InvestmentsCorpBondsSchedule

Name:

ORPHAN SOCIETY OF LEXINGTON R74181000

EIN: 61-0449629

Name of Bond	End of Year Book Value	End of Year Fair Market Value
GOLDMAN SACHS TRUST HIGH YIELD FUND INSTITUTIONAL SHS - 11008.979 SHS	77,797	80,366
ISHARES BARCLAYS TIPS BOND FUND - 745 SHS	73,066	80,102
JPM CORE BOND FD - SEL FUND 3720 3.52% - 5738.418 SHS	64,385	65,762
JPM HIGH YIELD FD - SEL FUND 3580 6.12% - 19729.601 SHS	130,182	160,796
JPM SHORT DURATION BOND FD - SEL FUND 3133 1.20% - 25312.285 SHS	268,816	277,676
DREYFUS/LAUREL FDS TR PRM EMRGN MK I - 3650.548 SHS	53,298	52,787
JPM STR INC OPP FD FUND 3844 2.16% - 6659.449 SHS	76,750	78,781
JPM INTL CURRENCY INCOME FD INCOME FUND 1.45% - 2398.65 SHS	26,649	26,985

- TIN:

TY 2010 InvestmentsCorpStockSchedule

Name:

ORPHAN SOCIETY OF LEXINGTON R74181000

EIN: 61-0449629

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABORATORIES - 180 SHS	9,191	8,624
ALEXION PHARMACEUTICALS INC - 35 SHS	1,971	2,819
AMAZON COM INC - 40 SHS	5,262	7,200
AMERICAN EXPRESS CO - 50 SHS	2,129	2,146
APACHE CORP - 85 SHS	8,413	10,135
APPLE INC. - 55 SHS	11,545	17,741
BB & T CORP - 80 SHS	1,990	2,103
BAKER HUGHES INC - 80 SHS	4,141	4,574
CVS CAREMARK CORPORATION - 175 SHS	6,020	6,085
CAMPBELL SOUP COMPANY - 75 SHS	2,736	2,606
CARDINAL HEALTH INC - 120 SHS	3,802	4,597
CELGENE CORPORATION - 85 SHS	4,478	5,027
CISCO SYSTEMS INC - 565 SHS	12,782	11,430
CITRIX SYSTEMS INC - 30 SHS	2,061	2,052
COLGATE PALMOLIVE CO - 40 SHS	3,155	3,215
WALT DISNEY CO - 165 SHS	4,681	6,189
DOW CHEMICAL CO - 150 SHS	4,390	5,121
E I DU PONT DE NEMOURS & CO - 235 SHS	8,892	11,722
E M C CORP MASS - 150 SHS	3,064	3,435
FREEPORT-MCMORAN COPPER & GOLD INC CL B - 90 SHS	6,945	10,808
GENERAL ELECTRIC CO - 200 SHS	3,072	3,658
GENERAL MILLS INC - 85 SHS	2,873	3,025
INTERNATIONAL BUSINESS MACHINES CORP - 49 SHS	2,201	7,191
JOHNSON CONTROLS INC - 260 SHS	6,963	9,932
KELLOGG CO - 35 SHS	1,707	1,788
LENNAR CORP - 50 SHS	774	938
LOWES COMPANIES INC - 125 SHS	2,880	3,135
MICROSOFT CORP - 635 SHS	17,699	17,723
MORGAN STANLEY - 135 SHS	4,420	3,673
NATIONAL-OILWELL VARCO INC - 30 SHS	1,884	2,018
NIKE INC B - 40 SHS	2,486	3,417
NORFOLK SOUTHERN CORP - 185 SHS	9,165	11,622
NOVELLUS SYSTEMS INC - 110 SHS	2,738	3,555
OCCIDENTAL PETROLEUM CORP - 110 SHS	8,743	10,791
ORACLE CORP - 270 SHS	6,228	8,451
PACCAR INC - 140 SHS	5,338	8,028
PARKER-HANNIFIN CORP - 15 SHS	827	1,295
PEPSICO INC - 75 SHS	4,497	4,900
PFIZER INC - 673 SHS	11,989	11,784
PROCTER & GAMBLE CO - 175 SHS	7,828	11,258
QUALCOMM INC - 185 SHS	7,741	9,156
T ROWE PRICE INTERNATIONAL FUNDS INC NEW ASIA FUND - 6243 SHS	95,008	119,741
SPDR S&P 500 ETF TRUST - 982 SHS	95,030	123,487
SANDISK CORP - 40 SHS	1,747	1,994
SOUTHERN CO - 105 SHS	3,328	4,014
SPRINT NEXTEL CORP - 650 SHS	2,295	2,750
STAPLES INC - 230 SHS	5,089	5,237
STATE STREET CORP - 50 SHS	1,984	2,317
SYSCO CORP - 75 SHS	1,985	2,205
UNITED TECHNOLOGIES CORP - 120 SHS	7,734	9,446
XILINX CORP - 100 SHS	2,830	2,898
COGNIZANT TECHNOLOGY SOLUTIONS CORP CL A - 65 SHS	3,313	4,764
SEMPRA ENERGY - 40 SHS	2,089	2,099
CITIGROUP INC - 1685 SHS	7,065	7,970
WELLS FARGO & CO - 295 SHS	6,971	9,142
BANK OF AMERICA CORP - 585 SHS	8,821	7,804
GOLDMAN SACHS GROUP INC - 45 SHS	7,813	7,567
DEVON ENERGY CORP - 75 SHS	5,089	5,888
EOG RESOURCES INC - 75 SHS	7,046	6,856
HONEYWELL INTERNATIONAL INC - 120 SHS	5,103	6,379
UNITEDHEALTH GROUP INC - 65 SHS	2,459	2,347
ISHARES RUSSELL 1000 GROWTH INDEX FUND - 1039 SHS	48,552	59,493
VERIZON COMMUNICATIONS INC - 230 SHS	6,277	8,229
COACH INC - 70 SHS	2,588	3,872
US BANCORP DEL - 145 SHS	3,428	3,911
DODGE & COX INTERNATIONAL STOCK - 2220.946 SHS	70,182	79,310
ISHARES RUSSELL MIDCAP INDEX FUND - 800 SHS	45,088	81,400
ADVANCED AUTO PARTS INC - 50 SHS	1,927	3,308
3M CO - 35 SHS	3,023	3,021
YUM BRANDS INC - 145 SHS	4,881	7,112
COMCAST CORP CL A - 125 SHS	2,115	2,746
CARNIVAL CORPORATION - 90 SHS	3,334	4,150
ARBITRAGE FUNDS - I CL I - 4014.319 SHS	52,427	51,343
GOOGLE INC CL A - 7 SHS	3,765	4,158
WELLPOINT INC - 20 SHS	1,106	1,137
JPM MARKET EXPANSION INDEX FD - SEL FUND 3708 - 6112.073 SHS	49,447	65,766
JPM US REAL ESTATE FD - SEL FUND 3037 - 5288.254 SHS	63,107	82,391
JPM INTL VALUE FD - SEL FUND 1296 - 724.136 SHS	9,160	9,703
JPM ASIA 3 FD - SEL FUND 1134 - 2552.327 SHS	76,979	96,682
VANGUARD MSCI EMERGING MARKETS ETF - 1813 SHS	79,516	87,289
AT&T INC - 115 SHS	2,941	3,379
STARWOOD HOTELS & RESORTS - 40 SHS	1,196	2,431
JPM TR I GROWTH ADVANTAGE FD - SEL FUND 1567 - 9934.303 SHS	68,249	87,621
POWERSHARES DB COMMODITY INDEX TRACKING FUND - 2230 SHS	50,003	61,437
MANNING & NAPIER FUND INC WORLD OPPORTUNITIES SERIES FUND - 9593.84 SHS	62,204	82,603
CME GROUP INC CLASS A COMMON STOCK - 13 SHS	3,598	4,183
EATON VANCE MUT FDS TR GLOBAL MACRO - I - 5067.686 SHS	52,520	52,045
INVESCO LTD - 100 SHS	1,932	2,406
PHILIP MORRIS INTERNATIONAL - 60 SHS	113	3,512
SPDR GOLD TRUST - 225 SHS	24,044	31,212
ACE LTD NEW - 45 SHS	2,336	2,801
EAGLE SER MID CAP STK I - 1321.112 SHS	29,223	37,044
TYCO INTERNATIONAL LTD - 75 SHS	2,785	3,108
TIME WARNER INC NEW - 360 SHS	10,616	11,581
COVIDIEN PLC - 50 SHS	2,162	2,283
THREADNEEDLE ASIA PACIFIC FUND - R5 - 6476 SHS	76,180	91,635
MERCK AND CO INC - 250 SHS	7,930	9,010
JPM RESEARCH MARKET NEUTRAL FD - SEL FUND - SEL - 2531.634 SHS	39,190	39,088
HIGHBRIDGE DYNAMIC COMM STRG FD -SEL STRATEGY FUND - SE - 1746.015 SHS	25,020	33,820
NEXTERA ENERGY INC - 65 SHS	3,263	3,379
JUNIPER NETWORKS INC - 155 SHS	4,079	5,723
EXXON MOBIL CORP - 235 SHS	8,956	17,183
METLIFE INC - 105 SHS	4,110	4,666
MARVELL TECHNOLOGY GROUP LTD - 130 SHS	2,670	2,412
PRUDENTIAL FINANCIAL INC - 80 SHS	3,865	4,697
CONOCOPHILLIPS - 110 SHS	5,697	7,491
BIOGEN IDEC INC - 50 SHS	2,743	3,353
BAIDU INC SPONS ADR - 25 SHS	2,283	2,413
TD AMERITRADE HOLDING CORPORATION - 155 SHS	2,748	2,943
MASTERCARD INC - CLASS A - 15 SHS	3,373	3,362
GENERAL MOTORS CO - 115 SHS	4,017	4,239

- TIN:

TY 2010 OtherExpensesSchedule

Name:

ORPHAN SOCIETY OF LEXINGTON R74181000

EIN: 61-0449629

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
BANK SERVICE CHARGES	28	0	28
KENTUCKY STATE TREASURER	4	0	4
P.O.BOX RENTAL & POSTAGE	70	0	70
INVESTMENT RELATED - DB COMMODITY INDEX TRACKING FUND	229	229	0
INVESTMENT RELATED - DB COMMODITY INDEX TRACKING FUND	-229	0	0

- TIN:

TY 2010 OtherIncomeSchedule2

Name:

ORPHAN SOCIETY OF LEXINGTON R74181000

EIN: 61-0449629

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
FEDERAL TAX REFUND	6	0	6
EXCISE TAX REFUND	6		6

- TIN:

TY 2010 OtherIncreasesSchedule

Name:

ORPHAN SOCIETY OF LEXINGTON R74181000

EIN: 61-0449629

Description	Amount
MUTUAL FUND TIMING DIFFERENCE	5,365
RECOVERY OF PRIOR YEAR GRANT	2,000

- TIN:

TY 2010 TaxesSchedule

Name:

ORPHAN SOCIETY OF LEXINGTON R74181000

EIN: 61-0449629

Category	Amount	Net Investment Income
EXCISE TAX BALANCE DUE - PRIOR YEAR	8,774	0
ESTIMATED EXCISE TAX - CURRENT YEAR	11,000	0
FOREIGN TAX WITHHELD	745	745