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
Morningside Foundation
 

Number and street (or P.O. box number if mail is not delivered to street address)8061 Lakemont Drive NE   Room/suite
City or town, state, and ZIP code
Seattle, WA98115
A Employer identification number

91-2010842
B Telephone number (see page 10 of the instructions)

(206) 729-0349
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$3,301,146J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments 5,981 5,981  
4 Dividends and interest from securities......      
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,267
b Gross sales price for all assets on line 6a 112,072
7 Capital gain net income (from Part IV, line 2)... 3,267
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 Total. Add lines 1 through 11........ 9,248 9,248  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 1,978 0   0
b Accounting fees (attach schedule)....... Click to see attachment 3,000 0   0
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions)        
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 35 0   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 5,013 0   0
25 Contributions, gifts, grants paid........ 160,750 160,750
26 Total expenses and disbursements. Add lines 24 and 25 165,763 0   160,750
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -156,515
b Net investment income (if negative, enter -0-) 9,248
c Adjusted net income (if negative, enter -0-)...  
For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.
Cat. No. 11289X Form 990-PF (2010)
Form 990-PF (2010)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............   -2 -2
2 Savings and temporary cash investments.......... 443,388 199,024 199,024
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)........ 1,787,500 Click to see attachment1,787,500 3,011,250
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)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment0 Click to see attachment89,351 Click to see attachment90,874
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 2,230,888 2,075,873 3,301,146
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 2,230,888 2,075,873
30 Total net assets or fund balances (see page 17 of the
instructions).................... 2,230,888 2,075,873
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 2,230,888 2,075,873
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 2,230,888
2 Enter amount from Part I, line 27a...................... 2 -156,515
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 1,500
4 Add lines 1, 2, and 3.......................... 4 2,075,873
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 2,075,873
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 120,000 Banc Amer Fdg Corp P 2010-03-22 2010-04-25
b 120,000 Banc Amer Fdg Corp P 2010-03-22 2010-05-25
c 120,000 Banc Amer Fdg Corp P 2010-03-22 2010-06-25
d 120,000 Banc Amer Fdg Corp P 2010-03-22 2010-07-25
e 120,000 Banc Amer Fdg Corp P 2010-03-22 2010-08-25
120,000 Banc Amer Fdg Corp P 2010-03-22 2010-09-25
120,000 Banc Amer Fdg Corp P 2010-03-22 2010-10-25
120,000 Banc Amer Fdg Corp P 2010-03-22 2010-11-25
120,000 Banc Amer Fdg Corp P 2010-03-22 2010-12-25
150,000 Credit Suisse First P 2010-03-22 2010-04-25
150,000 Credit Suisse First P 2010-03-22 2010-05-25
150,000 Credit Suisse First P 2010-03-22 2010-06-25
150,000 Credit Suisse First P 2010-03-22 2010-07-25
150,000 Credit Suisse First P 2010-03-22 2010-08-25
150,000 Credit Suisse First P 2010-03-22 2010-09-25
150,000 Credit Suisse First P 2010-03-22 2010-10-25
150,000 Credit Suisse First P 2010-03-22 2010-11-25
150,000 Credit Suisse First P 2010-03-22 2010-12-25
100,000 Wells Fargo Mtg Backed P 2010-03-30 2010-05-25
100,000 Wells Fargo Mtg Backed P 2010-03-30 2010-06-25
100,000 Wells Fargo Mtg Backed P 2010-03-30 2010-07-25
100,000 Wells Fargo Mtg Backed P 2010-03-30 2010-08-25
100,000 Wells Fargo Mtg Backed P 2010-03-30 2010-09-25
100,000 Wells Fargo Mtg Backed P 2010-03-30 2010-10-25
100,000 Wells Fargo Mtg Backed P 2010-03-30 2010-11-25
100,000 Wells Fargo Mtg Backed P 2010-03-30 2010-12-25
(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 1,196   1,164 32
b 1,343   1,306 37
c 3,643   3,543 100
d 2,253   2,191 62
e 641   623 18
2,563   2,492 71
3,881   3,774 107
3,863   3,757 106
3,183   3,096 87
1,936   1,832 104
1,813   1,716 97
1,985   1,878 107
1,393   1,318 75
2,804   2,654 150
3,578   3,386 192
3,519   3,331 188
2,483   2,351 132
6,092   5,766 326
1,768   1,733 35
3,638   3,565 73
6,130   6,008 122
3,172   3,109 63
10,262   10,057 205
13,978   13,699 279
16,045   15,724 321
8,910   8,732 178
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       32
b       37
c       100
d       62
e       18
      71
      107
      106
      87
      104
      97
      107
      75
      150
      192
      188
      132
      326
      35
      73
      122
      63
      205
      279
      321
      178
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 3,267
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 164,637 2,933,288 0.056127
2008 154,000 3,602,937 0.042743
2007 208,000 3,918,878 0.053076
2006 189,742 3,420,288 0.055475
2005 177,281 3,291,678 0.053857
2 Total of line 1, column (d) ...................... 2 0.261278
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 0.052256
4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5..... 4 3,295,655
5 Multiply line 4 by line 3....................... 5 172,218
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 92
7 Add lines 5 and 6......................... 7 172,310
8 Enter qualifying distributions from Part XII, line 4.............. 8 160,750
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 1 185
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............................ 3 185
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- ..... 5 185
6 Credits/Payments:
a 2010 estimated tax payments and 2009 overpayment credited to 2010 6a 711
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.............. 7 711
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 526
11 Enter the amount of line 10 to be: Credited to 2011 estimated taxBullet526 Refunded Bullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?.............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see page 19 of the
    instructions)bulletWA
    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 ofbulletThomas W Phillips Telephone no.bullet (206) 729-0349
    Located atbullet8061 Lakemont Drive NESeattleWA ZIP+4bullet98115
    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
    Thomas W Phillips Director
    0.00     		0 0 0
    8061 Lakemont Drive NE
    Seattle,WA98115
    Peggy Van Slice Phillips Director
    0.00     		0 0 0
    8061 Lakemont Drive NE
    Seattle,WA98115
    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 N/A 0
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3...........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see page 24 of the instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    3,084,392
    b
    Average of monthly cash balances.......................
    1b
    261,451
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    3,345,843
    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
    3,345,843
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ............................
    4
    50,188
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    3,295,655
    6
    Minimum investment return. Enter 5% of line 5...................
    6
    164,783
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    164,783
    2a
    Tax on investment income for 2010 from Part VI, line 5......
    2a
    185
    b
    Income tax for 2010. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    185
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    164,598
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4.............................
    5
    164,598
    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
    164,598
    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
    160,750
    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
    160,750
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4...............
    6
    160,750
    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 7 164,598
    2 Undistributed income, if any, as of the end of 2010:
    a Enter amount for 2009 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2010:
    a From 2005.......  
    b From 2006....... 18,831
    c From 2007....... 12,904
    d From 2008.......  
    e From 2009....... 17,979
    fTotal of lines 3a through e......... 49,714
    4Qualifying distributions for 2010 from Part
    XII, line 4: bullet$ 160,750
    a Applied to 2009, but not more than line 2a 0
    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..... 160,750
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2010. 3,848 3,848
    (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 45,866
    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 ..........     		0
    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 ......     		45,866
    10 Analysis of line 9:
    a Excess from 2006.... 14,983
    b Excess from 2007.... 12,904
    c Excess from 2008....  
    d Excess from 2009.... 17,979
    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).)
    Thomas W Phillips
    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:
    Thomas W Phillips
    8061 Lakemont Drive NE
    Seattle,WA98115
    (206) 729-0349
    bThe form in which applications should be submitted and information and materials they should include:
    No formal application forms. Submit inquiry by telephone or mail.
    cAny submission deadlines:
    None
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    None
    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
    ACT - A Contemporary Theatre
    700 Union Street
    Seattle,WA98101     		None Public Charity General Program Support 500
    Alliance for Education
    509 Olive Way Ste 500
    Seattle,WA98101     		None Public Charity General Program Support 2,500
    Amara
    3300 East Union St
    Seattle,WA98122     		None Public Charity General Program Support 1,000
    American Cancer Society
    PO Box 22718
    Oklahoma City,OK731231718     		None Public Charity General Program Support 1,000
    Arthritis Foundation
    3876 Bridge Way N Suite 300
    Seattle,WA98103     		None Public Charity General Program Support 1,000
    Assistance League of Seattle
    1419 N 45th St
    Seattle,WA98103     		None Public Charity General Program Support 2,000
    Audubon Society of Washington
    5902 Lake Washington Blvd S
    Seattle,WA98118     		None Public Charity General Program Support 500
    Big Brothers & Big Sisters of King County
    1600 South Graham Street
    Seattle,WA98108     		None Public Charity General Program Support 5,000
    Boys and Girls Clubs of King County
    603 Stewart Street Suite 300
    Seattle,WA98101     		None Public Charity General Program Support 5,000
    Cocoon House
    2929 Pine Street
    Everett,WA98201     		None Public Charity General Program Support 2,000
    Concern for the Girl Child
    PO Box 22249
    Seattle,WA98122     		None Public Charity General Program Support 2,500
    Desert Botanical Gardens
    1201 North Galvin Parkway
    Phoenix,AZ850083490     		None Public Charity General Program Support 500
    Doctors Without Borders
    333 7th Ave 2nd Flr
    New York,NY10001     		None Public Charity General Program Support 1,000
    EarthCorps
    6310 NE 74th St Suite 201E
    Seattle,WA98115     		None Public Charity General Program Support 1,000
    Elizabeth Glaser Pediatric AIDS Foundation
    11150 Santa Monica Blvd Suite 1050
    Los Angeles,CA90025     		None Public Charity General Program Support 1,000
    Evans Scholars Foundation
    1 Briar Road
    Golf,IL60029     		None Public Charity General Program Support 500
    Explorer West Middle School
    10015 28th Ave SW
    Seattle,WA98146     		None Public Charity General Program Support 10,000
    First Tee of Greater Seattle
    2340 Broadmoor Dr E
    Seattle,WA98112     		None Public Charity General Program Support 1,000
    Fred Hutchinson Cancer Research Center
    PO Box 19024
    Seattle,WA98109     		None Public Charity General Program Support 2,500
    Friends of the San Juans
    PO Box 1344
    Friday Harbor,WA98250     		None Public Charity General Program Support 1,000
    Galapagos Conservancy
    11150 Fairfax Blvd Ste 408
    Fairfax,VA22030     		None Public Charity General Program Support 1,000
    Global Partnerships
    909 NE Boat Street
    Seattle,WA98105     		None Public Charity General Program Support 10,000
    Habitat for Humanity
    15439 53rd Ave S
    Seattle,WA98188     		None Public Charity General Program Support 1,000
    Heifer International
    PO Box 8058
    Little Rock,AR72203     		None Public Charity General Program Support 1,000
    Hospice of Spokane
    121 S Arthur St
    Spokane,WA99202     		None Public Charity General Program Support 1,000
    IslandWood
    4450 Blakely Ave NE
    Bainbridge Island,WA98110     		None Public Charity General Program Support 2,500
    KCTS Public Television
    401 Mercer Street
    Seattle,WA98101     		None Public Charity General Program Support 1,000
    KJZZ Public Radio
    2323 W 14th St
    Tempe,AZ85281     		None Public Charity General Program Support 1,000
    KOUW Public Radio
    4518 University Way NE Suite 310
    Seattle,WA98105     		None Public Charity General Program Support 1,000
    KPLU Public Radio
    2601 4th Ave Suite 150
    Seattle,WA98121     		None Public Charity General Program Support 1,000
    Lifelong AIDS Alliance
    1161 11th Ave
    Seattle,WA98122     		None Public Charity General Program Support 1,000
    Market Foundation
    85 Pike St Suite 500
    Seattle,WA98101     		None Public Charity General Program Support 1,000
    Mercy Corps
    45 SW Ankeny Street
    Portland,OR97204     		None Public Charity General Program Support 5,000
    Millionair Club Charity
    2515 Western Ave
    Seattle,WA98121     		None Public Charity General Program Support 1,000
    National Multiple Sclerosis Society
    1100 New York Ave NW Ste 660
    Washington,DC20005     		None Public Charity General Program Support 500
    Nature Conservancy
    1917 1st Ave
    Seattle,WA98101     		None Public Charity General Program Support 1,000
    Northwest Children's Fund
    2100 24th Ave South Ste 320
    Seattle,WA98144     		None Public Charity General Program Support 1,000
    NW Harvest
    711 Cherry Street
    Seattle,WA98104     		None Public Charity General Program Support 5,000
    Olympic Park Institute
    111 Barnes Point Rd
    Port Angeles,WA98363     		None Public Charity General Program Support 1,000
    OPAL Community Land Trust
    286 Enchanted Forest Rd
    Eastsound,WA98245     		None Public Charity General Program Support 1,000
    Pacific Northwest Golf Association
    1010 S 336th Street Suite 310
    Federal Way,WA98003     		None Public Charity General Program Support 1,000
    Salish Sea Expeditions Annual Fund
    647 Horizon View Pl NW
    Bainbridge Island,WA98110     		None Public Charity General Program Support 1,000
    Salvation Army
    PO Box 9219
    Seattle,WA98109     		None Public Charity General Program Support 1,000
    San Juan Preservation Trust
    PO Box 327
    Lopez Island,WA98261     		None Public Charity General Program Support 1,000
    SeaShare
    600 Erickson Ave NW Suite 310
    Bainbridge Island,WA98100     		None Public Charity General Program Support 1,000
    Seattle Biomedical Research Institute
    307 Westlake Ave N Suite 500
    Seattle,WA98109     		None Public Charity General Program Support 1,000
    Seattle Education Access
    1406 NE 50th St
    Seattle,WA98105     		None Public Charity General Program Support 1,000
    Sierra Club
    180 Nickerson St Suite 202
    Seattle,WA98109     		None Public Charity General Program Support 1,000
    Spokane Scholars Foundation
    PO Box 1278
    Spokane,WA99210     		None Public Charity General Program Support 1,000
    St George's School Annual Fund
    2929 W Waikiki Rd
    Spokane,WA99208     		None Public Charity General Program Support 2,500
    Stanford Men's Golf
    450 Serra Mall
    Stanford,CA94305     		None Public Charity General Program Support 1,000
    Stanford University Annual Fund
    450 Serra Mall
    Stanford,CA94305     		None Public Charity General Program Support 10,000
    Teens in Public Service
    4530 Union Bay Pl NE Suite 140
    Seattle,WA98105     		None Public Charity General Program Support 1,500
    The Shivas Irons Society
    PO Box 222339
    Carmel,CA93922     		None Public Charity General Program Support 250
    US Naval Academy
    121 Blake Rd
    Annapolis,MD21402     		None Public Charity General Program Support 10,000
    UCLA Fund
    10920 Wilshire Blvd Suite 1400
    Los Angeles,CA90024     		None Public Charity General Program Support 1,000
    United Way of King County
    720 2nd Ave
    Seattle,WA98104     		None Public Charity General Program Support 15,000
    United Way of San Juan County
    PO Box 3181
    Friday Harbor,WA98250     		None Public Charity General Program Support 1,000
    University District Food Bank
    1413 NE 50th St
    Seattle,WA98105     		None Public Charity General Program Support 1,000
    University of Idaho Foundation
    714 W State St Suite 240
    Boise,ID83702     		None Public Charity General Program Support 15,000
    University Preparatory Academy
    8000 25th Ave NE
    Seattle,WA98115     		None Public Charity General Program Support 1,000
    USGA
    PO Box 708
    Far Hills,NJ07931     		None Public Charity General Program Support 1,000
    Washington Junior Golf Association
    6314 19th St W Suite 14
    Fircrest,WA98466     		None Public Charity General Program Support 10,000
    Whittier College
    13406 Philadelphia St
    Whittier,CA90601     		None Public Charity General Program Support 2,000
    Total .................................bullet 3a 160,750
    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     14 5,981  
    4 Dividends and interest from securities....          
    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.....          
    8Gain or (loss) from sales of assets other than inventory     18 3,267  
    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 9,248 0
    13Total. Add line 12, columns (b), (d), and (e)...................
    139,248
    (See worksheet in line 13 instructions on page 28 to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See
    page 28 of the instructions.)
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash....................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements............................
    1b(4)
     
    No
    (5) Loans or loan guarantees..............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2010 AccountingFeesSchedule
    Name:
    Morningside Foundation
    EIN: 91-2010842
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Moss Adams LLP - Tax Return Preparation 3,000 0   0

    TY 2010 InvestmentsCorpStockSchedule
    Name:
    Morningside Foundation
    EIN: 91-2010842
    Name of Stock End of Year Book Value End of Year Fair Market Value
    Berkshire Hathaway 1,787,500 3,011,250

    TY 2010 LegalFeesSchedule
    Name:
    Morningside Foundation
    EIN: 91-2010842
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Perkins Coie - Legal Services 1,978 0   0


    TY 2010 OtherAssetsSchedule
    Name:
    Morningside Foundation
    EIN: 91-2010842
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    Credit Suisse First Boston 0 39,641 41,211
    Banc Amer Fdg Corp 0 47,662 47,582
    Wells Fargo Mtg Backed Securities 0 2,048 2,081


    TY 2010 OtherExpensesSchedule
    Name:
    Morningside Foundation
    EIN: 91-2010842
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    State Fees 35 0   0


    TY 2010 OtherIncreasesSchedule
    Name:
    Morningside Foundation
    EIN: 91-2010842
    Description Amount
    2009 Contribution Written But Not Cleared in 2010 1,500