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 11-01-2010 , and ending 10-31-2011

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

Amended returnAddress changeName change

Name of foundation
HELEN AND JABIE HARDIN CHARITABLE TRUST

Number and street (or P.O. box number if mail is not delivered to street address)4385 POPLAR AVE Room/suite

City or town, state, and ZIP code
MEMPHIS, TN38117

A Employer identification number

26-6754597

B Telephone number (see page 10 of the instructions)

(901) 681-2346

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

$19,643,818J 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	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	1,863
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	472,571		472,571
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		3,362,323
b	Gross sales price for all assets on line 6a 9,492,732
7	Capital gain net income (from Part IV, line 2)...			3,362,323
8	Net short-term capital gain.........				0
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........	3,836,757		3,834,894
13	Compensation of officers, directors, trustees, etc.	113,039		56,520		56,520
14	Other employee salaries and wages......			0	0	0
15	Pension plans, employee benefits.......			0	0
16a	Legal fees (attach schedule).........		6,548	0	0	0
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....					0
17	Interest...............					0
18	Taxes (attach schedule) (see page 14 of the instructions)		27,176			0
19	Depreciation (attach schedule) and depletion...		0	0
20	Occupancy..............
21	Travel, conferences, and meetings.......			0	0
22	Printing and publications..........			0	0
23	Other expenses (attach schedule).......
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	146,763		56,520	0	56,520
25	Contributions, gifts, grants paid........	650,000				650,000
26	Total expenses and disbursements. Add lines 24 and 25	796,763		56,520	0	706,520
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	3,039,994
b	Net investment income (if negative, enter -0-)			3,778,374
c	Adjusted net income (if negative, enter -0-)...				0

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

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

Form 990-PF (2010)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........	569,302	683,466	683,466
	3	Accounts receivable
		Less: allowance for doubtful accounts		0	0
	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 0
	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)........	7,289,072	8,697,003	9,864,693
	c	Investments—corporate bonds (attach schedule)........	6,997,640	8,465,944	9,095,659
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........			0
	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)	14,856,014	17,846,413	19,643,818
	17	Accounts payable and accrued expenses..........
	18	Grants payable...................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	14,856,014	17,846,413
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	14,856,014	17,846,413
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	14,856,014	17,846,413

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	14,856,014
2	Enter amount from Part I, line 27a......................	2	3,039,994
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	17,896,008
5	Decreases not included in line 2 (itemize)	5	49,595
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30..	6	17,846,413

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.)		(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	2864.157 ASTON MONTAG & CALDWELL GRW-I	2009-03-13	2010-12-28
b	24103. ASTON MONTAG & CALDWELL GRW-I	2009-03-16	2011-03-10
c	75. THE ALLSTATE CORPORATION	2011-08-11	2011-10-27
d	4365.691 AMERICAN BEACON L/C VALU-IS	2009-03-16	2010-12-28
e	3400. AMERICAN BEACON L/C VALU-IS	2009-03-16	2011-10-27
	177. APACHE CORP	2009-03-04	2011-08-11
	963. BMC SOFTWARE INC	2010-04-05	2011-08-11
	100. CVS CORP	2009-03-04	2011-10-27
	175. CISCO SYSTEMS	2009-08-14	2011-10-27
	25. COLGATE PALMOLIVE CO WITH RIGHTS EXP 10/24/98	2009-03-04	2011-10-27
	617. CONOCOPHILLIPS	2009-03-04	2011-08-11
	75. CONOCOPHILLIPS	2009-03-04	2011-10-27
	206. CONSTELLATION BRANDS INC	2009-03-04	2011-08-11
	225. CONSTELLATION BRANDS INC	2009-03-04	2011-10-27
	225. COSTCO WHOLESALE CORP	2009-03-04	2011-08-11
	75. COSTCO WHOLESALE CORP	2009-03-04	2011-10-27
	126. DANAHER CORP	2009-03-04	2011-08-11
	75. DANAHER CORP	2009-03-04	2011-10-27
	381. DARDEN RESTAURANTS INC	2009-03-04	2011-08-11
	2321.036 AMERICAN EUROPACIFIC GRTH-F2	2009-03-16	2010-12-28
	12388. AMERICAN EUROPACIFIC GRTH-F2	2009-03-16	2011-03-10
	350. FEDERATED INVESTORS INC-CL B	2009-03-04	2011-10-27
	246. FISERV INC	2009-03-04	2011-08-11
	25. FISERV INC	2009-03-04	2011-10-27
	2390. ABSOLUTE STRATEGIES FUND I	2011-03-10	2011-10-27
	94. FREEPORTMCMORAN COPPERAND GOLD INC	2009-03-04	2011-08-11
	125. GILEAD SCIENCES INC	2009-10-02	2011-10-27
	150. GOLDMAN SACHS GROUP INC	2011-08-11	2011-10-05
	290. GOLDMAN SACHS GROUP INC	2009-08-14	2011-10-05
	13. GOOGLE INC-CL A	2010-10-13	2011-08-11
	2472.799 AMERICAN GRW FD OF AMER-F2	2009-03-13	2010-12-28
	35577.14 AMERICAN GRW FD OF AMER-F2	2009-03-16	2011-03-10
	1468.135 HARBOR INTERNATIONAL FUND	2009-03-16	2010-12-28
	14403. HARBOR INTERNATIONAL FUND	2009-03-16	2011-03-10
	106. HARRIS CORP DEL	2009-10-02	2011-08-11
	75. HARRIS CORP DEL	2009-10-02	2011-10-27
	745. ITT INDUSTRIES INC	2009-03-05	2011-01-24
	164. IBM	2009-08-14	2011-08-11
	3595.206 JANUS PERKINS MID CAP VAL I	2009-03-13	2010-12-28
	43332.925 JANUS PERKINS MID CAP VAL I	2009-03-16	2011-03-10
	50. KOHL'S DEPT STORE	2009-03-04	2011-10-27
	55. LABORATORY CORP AMERICA HOLDINGS	2009-03-04	2011-08-11
	168. MCKESSON CORPORATION 58155Q103	2009-03-04	2011-08-11
	25. MCKESSON CORPORATION 58155Q103	2009-03-04	2011-10-27
	835. MEDCO HEALTH SOLUTIONS INC	2009-03-05	2011-07-12
	1215. MEDTRONIC	2009-03-05	2011-08-11
	25. METLIFE INC	2009-08-14	2011-10-27
	2460. MICROSOFT CORP	2009-08-14	2011-08-11
	2938.09 MUNDER M/C CORE GROWTH FD Y	2009-03-13	2010-12-28
	22422. MUNDER M/C CORE GROWTH FD Y	2009-03-16	2011-03-10
	16676.969 MUNDER M/C CORE GROWTH FD Y	2009-03-16	2011-08-11
	125. MURPHY OIL CORP	2009-08-31	2011-10-27
	753. NATIONAL-OILWELL INC	2010-01-14	2011-08-11
	50. NATIONAL-OILWELL INC	2010-01-14	2011-10-27
	623. NUCOR CORP	2011-08-11	2011-10-05
	760. NUCOR CORP	2009-03-05	2011-10-05
	412. O'REILLY AUTOMOTIVE INC	2009-11-02	2011-08-11
	125. O'REILLY AUTOMOTIVE INC	2009-11-02	2011-10-27
	696. ORACLE SYSTEMS	2009-08-14	2011-08-11
	250. ORACLE SYSTEMS	2009-03-04	2011-10-27
	1530. PIMCO LOW DURATION FD-INSTL #36	2010-07-13	2011-10-27
	4980. PIMCO TOTAL RETURN II-INSTL	2010-02-05	2011-10-27
	230. PPL CORPORATION	2010-04-05	2011-08-11
	125. PPL CORPORATION	2010-04-05	2011-10-27
	955. PROCTER AND GAMBLE	2009-03-05	2011-08-11
	150. PUBLIC SERVICE ENTERPRISE GROUP INC	2009-03-04	2011-10-27
	75. ROPER INDS INC	2011-01-24	2011-10-27
	50. SCRIPPS NETWORKS	2011-08-11	2011-10-27
	157. STERICYCLE INC	2009-11-02	2011-08-11
	50. STERICYCLE INC	2009-11-02	2011-10-27
	100. TARGET CORP	2009-03-04	2011-10-27
	25. THERMO FISHER SCIENTIFIC INC	2009-04-29	2011-08-11
	75. TRAVELERS COMPANIES INC	2009-08-14	2011-10-27
	177. UNION PACIFIC	2009-12-21	2011-08-11
	25. UNION PACIFIC	2009-12-21	2011-10-27
	150. UNUMPROVIDENT CORP	2009-03-04	2011-10-27
	625. VALERO ENERGY CORP	2011-08-11	2011-10-27
	38977. VANGUARD INTRM TRM BD IDX-SI	2009-08-14	2011-03-10
	17524. VANGUARD INFLATION-PROTECTED-AD	2009-08-14	2011-03-10
	1780. VANGUARD INFLATION-PROTECTED-AD	2009-03-19	2011-10-28
	1480. VANGUARD S/T INVEST GR-ADM	2010-07-13	2011-10-28
	7048.612 VANGUARD INTERMEDIATE TERM T/E FUND	2010-02-05	2011-03-10
	230. VANGUARD GROWTH INDEX FD-SIG	2011-03-10	2011-10-28
	18764. VANGUARD SMALL CAP VALUE STK INSTL	2011-03-10	2011-07-06
	50. VERIZON COMMUNICATIONS	2010-08-12	2011-10-27
	100. WAL-MART STORES	2009-08-14	2011-10-27
	2761.414 AMERICAN WASHINGTON MUTUAL INV FD-F2	2009-08-14	2010-12-28
	39666.2 AMERICAN WASHINGTON MUTUAL INV FD-F2	2009-03-16	2011-03-10
	525. WATSON PHARMACEUTICALS INC	2009-03-04	2011-08-11
	75. WATSON PHARMACEUTICALS INC	2009-03-04	2011-10-27

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	69,971	45,062	24,909
b	597,272	378,638	218,634
c	2,083	1,906	177
d	85,131	48,677	36,454
e	66,436	37,910	28,526
	18,204	9,997	8,207
	39,050	37,205	1,845
	3,739	2,602	1,137
	3,238	3,696	-458
	2,286	1,476	810
	40,117	22,863	17,254
	5,494	2,779	2,715
	3,768	2,707	1,061
	4,642	2,956	1,686
	16,305	9,223	7,082
	6,406	3,074	3,332
	5,405	3,293	2,112
	3,754	1,960	1,794
	18,535	9,741	8,794
	95,023	57,334	37,689
	516,580	305,414	211,166
	7,273	6,352	921
	13,481	7,869	5,612
	1,529	800	729
	26,362	26,027	335
	4,268	1,514	2,754
	5,263	5,668	-405
	13,990	17,760	-3,770
	27,048	46,851	-19,803
	7,328	7,105	223
	75,025	46,129	28,896
	1,106,449	661,614	444,835
	88,000	47,964	40,036
	883,192	469,491	413,701
	3,846	3,823	23
	2,902	2,705	197
	43,585	25,878	17,707
	27,255	19,390	7,865
	81,036	47,971	33,065
	1,007,057	576,478	430,579
	2,735	1,777	958
	4,503	3,114	1,389
	13,033	6,886	6,147
	2,139	1,025	1,114
	45,991	33,204	12,787
	37,252	32,536	4,716
	905	903	2
	61,671	40,153	21,518
	83,853	44,393	39,460
	664,140	335,767	328,373
	453,614	248,987	204,627
	7,397	7,244	153
	49,916	35,348	14,568
	3,797	2,347	1,450
	20,183	21,100	-917
	24,621	26,009	-1,388
	24,304	15,566	8,738
	9,567	4,723	4,844
	19,112	10,969	8,143
	8,427	3,810	4,617
	15,805	16,065	-260
	51,892	52,688	-796
	5,920	6,492	-572
	3,692	3,528	164
	57,425	45,359	12,066
	5,184	3,908	1,276
	6,196	5,589	607
	2,211	2,152	59
	12,181	8,251	3,930
	4,441	2,628	1,813
	5,568	2,715	2,853
	1,297	852	445
	4,465	3,533	932
	16,179	11,399	4,780
	2,590	1,610	980
	3,730	1,366	2,364
	16,619	12,999	3,620
	437,712	409,452	28,260
	457,376	416,455	40,921
	49,270	42,186	7,084
	15,806	15,880	-74
	93,676	95,650	-1,974
	7,001	6,866	135
	322,553	309,043	13,510
	1,888	1,516	372
	5,787	5,197	590
	75,138	52,163	22,975
	1,116,604	693,227	423,377
	33,300	13,892	19,408
	5,229	1,985	3,244

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			24,909
b			218,634
c			177
d			36,454
e			28,526
			8,207
			1,845
			1,137
			-458
			810
			17,254
			2,715
			1,061
			1,686
			7,082
			3,332
			2,112
			1,794
			8,794
			37,689
			211,166
			921
			5,612
			729
			335
			2,754
			-405
			-3,770
			-19,803
			223
			28,896
			444,835
			40,036
			413,701
			23
			197
			17,707
			7,865
			33,065
			430,579
			958
			1,389
			6,147
			1,114
			12,787
			4,716
			2
			21,518
			39,460
			328,373
			204,627
			153
			14,568
			1,450
			-917
			-1,388
			8,738
			4,844
			8,143
			4,617
			-260
			-796
			-572
			164
			12,066
			1,276
			607
			59
			3,930
			1,813
			2,853
			445
			932
			4,780
			980
			2,364
			3,620
			28,260
			40,921
			7,084
			-74
			-1,974
			135
			13,510
			372
			590
			22,975
			423,377
			19,408
			3,244

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	3,362,323
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
2008
2007
2006
2005

2	Total of line 1, column (d) ......................	2
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
4	Enter the net value of noncharitable-use assets for 2010 from Part X, line 5.....	4
5	Multiply line 4 by line 3.......................	5
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6
7	Add lines 5 and 6.........................	7
8	Enter qualifying distributions from Part XII, line 4..............	8
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: 2009-08-14(attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	75,567
	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	75,567
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	75,567
6	Credits/Payments:

a	2010 estimated tax payments and 2009 overpayment credited to 2010	6a	11,208
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	0
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	11,208
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	64,359
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2011 estimated tax	Refunded	11	0

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

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

Yes

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

instructions) bullet

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

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

Yes

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

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

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

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

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

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

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

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

Website address bullet

The books are in care of bullet

FIRST TENNESSEE BANK
TRUST TAX DEPT Telephone no. bullet

(901) 681-2346

Located at bullet

4385 POPLAR AVEMEMPHISTN ZIP+4 bullet

38117

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
FIRST TENNESSEE BANK	TRUSTEE 100	113,039
4385 POPLAR AVE MEMPHIS,TN38117	TRUSTEE 100	113,039

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...................

19,391,582

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

550,238

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

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

19,941,820

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..........................

19,941,820

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

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

299,127

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

19,642,693

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

982,135

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....................

982,135

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

75,567

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

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

75,567

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

906,568

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

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

906,568

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.................................

906,568

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 ..........

706,520

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

706,520

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...............

706,520

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					906,568
2 Undistributed income, if any, as of the end of 2010:
a Enter amount for 2009 only.......				0
b Total for prior years:2008, 20, 20			0
3 Excess distributions carryover, if any, to 2010:
a From 2005.......	0
b From 2006.......	0
c From 2007.......	0
d From 2008.......	0
e From 2009.......	454,579
fTotal of lines 3a through e.........		454,579
4Qualifying distributions for 2010 from Part
XII, line 4: $ 706,520
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.....					706,520
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2010.		200,048			200,048
(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		254,531
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 ......		254,531
10 Analysis of line 9:
a Excess from 2006....	0
b Excess from 2007....	0
c Excess from 2008....	0
d Excess from 2009....	254,531
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).)

NONE

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.

NONE

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

Check here bullet

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

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

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

cAny submission deadlines:

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

Form 990-PF (2010)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
MONTEFIORE MEDICAL CENTER C/O CONTROLLER-D INGBER 111 E 210TH ST BRONX,NY10467	NONE	NONE	CHARITY	50,000
RACHELS KIDS INC 2882 BARRIS DR MEMPHIS,TN38132	NONE	NONE	CHARITY	10,000
MEMPHIS CITY SCHOOL FOUNDATION 4385 POPLAR AVE MEMPHIS,TN38117	NONE	NONE	CHARITY	150,000
THE SALVATION ARMY ATTN LEGAL DEPT 1424 NE EXPRESSWAY ATLANTA,GA30329	NONE	NONE	CHARITY	100,000
MEMPHIS CHILD ADVOCACY CENTER 4385 POPLAR MEMPHIS,TN38117	NONE	NONE	CHARITY	10,000
THE UNIVERSITY OF MEMPHIS FOR WOMEN'S BASKETBALL 4385 POPLAR AVE MEMPHIS,TN38117	NONE	NONE	CHARITY	10,000
MAKE A WISH FOUNDATION OF MEMPHIS TN 1750 MADISON AVE SUITE 110 MEMPHIS,TN38104	NONE	NONE	CHARITY	10,000
HOPE HOUSE 4385 POPLAR AVE MEMPHIS,TN38117	NONE	NONE	CHARITY	10,000
UNIVERSITY OF MEMPHIS FDN ATTN SHERRY GARDNER 120 ALUMNI CENTER MEMPHIS,TN38152	NONE	NONE	CHARITY	300,000
Total ................................. 3a				650,000

bApproved for future payment

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

Form 990-PF (2010)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments
4 Dividends and interest from securities....			14	472,571
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	3,362,323
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)..				3,834,894

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

133,834,894

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

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

Form 990-PF (2010)

Page 12

Part XVII

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

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

Yes

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

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If “Yes,” complete the following schedule.

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

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

	Signature of officer or trustee	Date	Title

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

Form 990-PF (2010)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2010 InvestmentsCorpBondsSchedule

Name: