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
2011
For calendar year 2011, or tax year beginning 01-01-2011 , and ending 12-31-2011
G
Check all that apply:
Name of foundation
The Zephyr Charitable Foundation Inc
 

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd   Room/suite
City or town, state, and ZIP code
Wilmington, DE198091377
A Employer identification number

20-2597193
B Telephone number (see page 10 of the instructions)

(800) 839-1754
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$2,567,735J 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 13 13  
4 Dividends and interest from securities...... 120,764 120,764  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment 73,496
b Gross sales price for all assets on line 6a 774,144
7 Capital gain net income (from Part IV, line 2)... 74,752
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........ 194,273 195,529  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 11,053 11,053    
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 1,200      
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 14,785 62   14,723
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 27,038 11,115   14,723
25 Contributions, gifts, grants paid........ 112,050 112,050
26 Total expenses and disbursements. Add lines 24 and 25 139,088 11,115   126,773
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 55,185
b Net investment income (if negative, enter -0-) 184,414
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 (2011)
Form 990-PF (2011)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 60,162 58,967 58,967
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)........ 1,930,489 Click to see attachment2,136,984 2,244,495
c Investments—corporate bonds (attach schedule)........ 403,952 Click to see attachment253,837 264,273
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)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 2,394,603 2,449,788 2,567,735
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
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.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 2,394,603 2,449,788
30 Total net assets or fund balances (see page 17 of the
instructions).................... 2,394,603 2,449,788
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 2,394,603 2,449,788
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 2,394,603
2 Enter amount from Part I, line 27a..................... 2 55,185
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 2,449,788
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 2,449,788
Form 990-PF (2011)
Form 990-PF (2011)
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 Publicly-traded Securities      
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 774,144   699,392 74,752
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       74,752
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 74,752
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))
2010 115,635 2,554,658 000.045264
2009 143,014 2,304,764 000.062051
2008 155,471 2,725,618 000.057041
2007 146,510 3,152,478 000.046475
2006 91,092 2,930,447 000.031085
2 Total of line 1, column (d) ...................... 2 000.241916
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. . . 		3 000.048383
4 Enter the net value of noncharitable-use assets for 2011 from Part X, line 5..... 4 2,708,877
5 Multiply line 4 by line 3....................... 5 131,064
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 1,844
7 Add lines 5 and 6......................... 7 132,908
8 Enter qualifying distributions from Part XII, line 4.............. 8 126,773
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 (2011)
Form 990-PF (2011)
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 3,688
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  
3 Add lines 1 and 2............................ 3 3,688
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 3,688
6 Credits/Payments:
a 2011 estimated tax payments and 2010 overpayment credited to 2011 6a 1,305
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.............. Tax Paid Original Return: 1305 7 1,305
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 2,383
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2012 estimated taxBullet   Refunded Bullet 11  
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$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
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)bullet
    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 2011 or the taxable year beginning in 2011 (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 addressbullet  
    14
    The books are in care ofbulletco Foundation Source Telephone no.bullet (800) 839-1754
    Located atbullet501 Silverside Road Suite 123WilmingtonDE ZIP+4bullet198091377
    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 2011, 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 (2011)
    Form 990-PF (2011)
    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 2011?.............
    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 2011, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2011?...............
    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 2011 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 2011.)....................
    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 2011?
    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
    Yes
     
    Form 990-PF (2011)
    Form 990-PF (2011)
    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
    Rebecca Gibbs Gadd Vice President
    001.00     		0    
    Foundation Source 501 Silverside Rd
    Wilmington,DE19809
    Charles R Gibbs President / Director / Secretary
    001.00     		0    
    Foundation Source 501 Silverside Rd
    Wilmington,DE19809
    David Gibbs Vice President
    001.00     		0    
    Foundation Source 501 Silverside Rd
    Wilmington,DE19809
    Mary H Gibbs Vice President / Director
    001.00     		0    
    Foundation Source 501 Silverside Rd
    Wilmington,DE19809
    Timothy Gibbs Vice President
    001.00     		0    
    Foundation Source 501 Silverside Rd
    Wilmington,DE19809
    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  
    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
     
    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 (2011)
    Form 990-PF (2011)
    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.)
    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
    2,689,914
    b
    Average of monthly cash balances.......................
    1b
    60,215
    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
    2,750,129
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    2,750,129
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) Click to see attachment...........................
    4
    41,252
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    2,708,877
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    135,444
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    135,444
    2a
    Tax on investment income for 2011 from Part VI, line 5......
    2a
    3,688
    b
    Income tax for 2011. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    3,688
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    131,756
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    131,756
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    131,756
    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 Click to see attachment..........
    1a
    126,773
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    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
    126,773
    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
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    126,773
    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 (2011)
    Form 990-PF (2011)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2010     		(c)
    2010     		(d)
    2011
    1 Distributable amount for 2011 from Part XI, line 7 131,756
    2 Undistributed income, if any, as of the end of 2011:
    a Enter amount for 2010 only....... 66,003
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2011:
    a From 2006.......  
    b From 2007.......  
    c From 2008.......  
    d From 2009.......  
    e From 2010.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2011 from Part
    XII, line 4: bullet$ 126,773
    a Applied to 2010, but not more than line 2a 66,003
    b Applied to undistributed income of prior years
    (Election required—see page 26 of the instructions)    		  
    c Treated as distributions out of corpus (Election
    required—see page 26 of the instructions)...     		 
    d Applied to 2011 distributable amount..... 60,770
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2011.    
    (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  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		 
    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......     		 
    d Subtract line 6c from line 6b. Taxable
    amount—see page 27 of the instructions ...     		 
    e Undistributed income for 2010. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		 
    f Undistributed income for 2011. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		70,986
    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) ...........     		 
    8Excess distributions carryover from 2006 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		 
    9Excess distributions carryover to 2012.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2007....  
    b Excess from 2008....  
    c Excess from 2009....  
    d Excess from 2010....  
    e Excess from 2011....  
    Form 990-PF (2011)
    Form 990-PF (2011)
    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 2011, 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) 2011 (b) 2010 (c) 2009 (d) 2008
             
    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.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2011)
    Form 990-PF (2011)
    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
    ALL CLASSICAL PUBLIC MEDIA INC
    515 NE 15TH AVE
    PORTLAND,OR97232     		N/A 509(a)(1) General Unrestricted 2,000
    AMERICAN NATIONAL RED CROSS
    8550 ARLINGTON BLVD
    FAIRFAX,VA22031     		N/A 509(a)(1) General Unrestricted 1,000
    BUDDHIST PEACE FELLOWSHIP
    286 SANTA CLARA AVE STE A
    OAKLAND,CA94610     		N/A 509(a)(1) General Unrestricted 1,000
    CORNELL COLLEGE
    600 1ST ST SW
    MOUNT VERNON,IA52314     		N/A 509(a)(1) General Unrestricted 400
    DOCTORS WITHOUT BORDERS USA INC
    333 7TH AVE 2ND FL
    NEW YORK,NY10001     		N/A 509(a)(1) General Unrestricted 500
    EAST METRO WOMENS COUNCIL
    3521 CENTURY AVE N
    WHITE BEAR LAKE,MN55110     		N/A 509(a)(1) General Unrestricted 500
    ENVIRONMENTAL DEFENSE FUND INC
    1875 CONNECTICUT AVE NW STE 600
    WASHINGTON,DC20009     		N/A 509(a)(1) General Unrestricted 1,000
    FERAL CAT COALITION OF OREGON
    PO BOX 82734
    PORTLAND,OR97282     		N/A 509(a)(1) General Unrestricted 3,000
    FINCA INTERNATIONAL INC
    1101 14TH ST NW FL 11
    WASHINGTON,DC20005     		N/A 509(a)(1) General Unrestricted 12,000
    INTERNATIONAL RIVERS NETWORK
    2150 ALLSTON WAY STE 300
    BERKELEY,CA94704     		N/A 509(a)(1) General Unrestricted 1,000
    MARINE FISH CONSERVATION NETWORK
    600 PENNSYLVANIA AVE SE STE 21
    WASHINGTON,DC20003     		N/A 509(a)(1) General Unrestricted 250
    MERCY CORPS
    45 SW ANKENY ST
    PORTLAND,OR97204     		N/A 509(a)(1) General Unrestricted 2,000
    MINNESOTA PUBLIC RADIO
    480 CEDAR ST
    SAINT PAUL,MN55101     		N/A 509(a)(1) General Unrestricted 250
    NATURE CONSERVANCY
    4245 N FAIRFAX DR STE 100
    ARLINGTON,VA22203     		N/A 509(a)(1) Oregon Programs, Hawaii/ Invasives Programs And To Southern Andes 20,000
    OREGON BUDDHIST TEMPLE
    3720 SE 34TH AVE
    PORTLAND,OR97202     		N/A 509(a)(1) Audio/Visual Equipment For Services 2,000
    OREGON CHILDRENS FOUNDATION
    101 SW MARKET ST
    PORTLAND,OR97201     		N/A 509(a)(1) General Unrestricted 6,000
    OREGON FOOD BANK INC
    PO BOX 55370
    PORTLAND,OR97238     		N/A 509(a)(1) General Unrestricted 10,000
    OREGON FOOD BANK INC
    PO BOX 55370
    PORTLAND,OR97238     		N/A 509(a)(1) Washington Co Warehouse Purchase And Construction Campaign 25,000
    OREGON HUMANE SOCIETY
    1067 NE COLUMBIA BLVD
    PORTLAND,OR97211     		N/A 509(a)(1) General Unrestricted 2,500
    OREGON PUBLIC BROADCASTING
    7140 SW MACADAM AVE
    PORTLAND,OR97219     		N/A 509(a)(1) General Unrestricted 3,000
    OREGON SYMPHONY ASSOCIATION
    921 SW WASHINGTON ST
    PORTLAND,OR97205     		N/A 509(a)(1) General Unrestricted 3,000
    OREGON ZOO FOUNDATION
    4001 SW CANYON RD
    PORTLAND,OR97221     		N/A 509(a)(1) General Unrestricted 1,200
    OUTSIDE IN
    1132 SW 13TH AVE
    PORTLAND,OR97205     		N/A 509(a)(1) General Unrestricted 800
    PACIFIC NORTHWEST COLLEGE OF ART
    1241 NW JOHNSON ST
    PORTLAND,OR97209     		N/A 509(a)(1) Craft Museum Support Fund 700
    PACIFIC NORTHWEST COLLEGE OF ART
    1241 NW JOHNSON ST
    PORTLAND,OR97209     		N/A 509(a)(1) Pre-College Summer Studios Scholarship 2,000
    PLANNED PARENTHOOD MINNESOTA NORTH
    1965 FORD PKWY
    SAINT PAUL,MN55116     		N/A 509(a)(1) General Unrestricted 500
    PLANNED PARENTHOOD OF THE COLUMBIA
    3727 NE ML KING JR BLVD
    PORTLAND,OR97212     		N/A 509(a)(1) General Unrestricted 3,000
    PORTLAND ART MUSEUM
    1219 SW PARK AVE
    PORTLAND,OR97205     		N/A 509(a)(1) General Unrestricted 2,500
    SEVA FOUNDATION
    1786 5TH ST
    BERKELEY,CA94710     		N/A 509(a)(1) General Unrestricted 2,000
    SISTERS OF THE ROAD
    133 NW 6TH AVE
    PORTLAND,OR97209     		N/A 509(a)(2) General Unrestricted 1,200
    SMILE TRAIN INC
    41 MADISON AVE 28TH FL
    NEW YORK,NY10010     		N/A 509(a)(1) General Unrestricted 250
    WIKIMEDIA FOUNDATION INC
    PO BOX 894879
    LOS ANGELES,CA90189     		N/A 509(a)(1) General Unrestricted 1,500
    Total .................................bullet 3a 112,050
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2011)
    Form 990-PF (2011)
    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 13  
    4 Dividends and interest from securities....     14 120,764  
    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 73,496  
    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)..   194,273  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13194,273
    (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 (2011)
    Form 990-PF (2011)
    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 (2011)
    Additional Data


    Software ID: 11000218
    Software Version: 2011.0.0
    Part VI Line 7 - Tax Paid Original Return: 1305


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2011 GeneralExplanationAttachment
    Name:
    The Zephyr Charitable Foundation Inc
    EIN: 20-2597193
    Software ID:11000218
    Software Version:2011.0.0
    Identifier Return Reference Explanation

    TY 2011 InvestmentsCorpBondsSchedule
    Name:
    The Zephyr Charitable Foundation Inc
    EIN: 20-2597193
    Software ID:11000218
    Software Version:2011.0.0
    Name of Bond End of Year Book Value End of Year Fair Market Value
    AMERICAN EXPRESS 4.875 7/15/13 025816AQ2 5000000.00% 51,184 52,230
    CITIGROUP INC SUB DEB GLOBAL 172967BP5 5000000.00% 50,955 50,845
    METLIFE INC GLBL NT - 5.500 - 06/15/2014 59156RAH1 5000000.00% 50,695 54,549
    NATIONAL RURAL UTILS COLL TR - 4.750 - 03/01/2014 637432DC6 5000000.00% 50,708 53,762
    PITNEY BOWES INC NT 5.00000 03/15/2015 724479AG5 5000000.00% 50,295 52,887

    TY 2011 InvestmentsCorpStockSchedule
    Name:
    The Zephyr Charitable Foundation Inc
    EIN: 20-2597193
    Software ID:11000218
    Software Version:2011.0.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    155 shares of ABBOTT LABS ABT 8,364 8,716
    205 shares of ALTERA CORPORATION ALTR 4,327 7,606
    81 shares of AMAZON COM AMZN 14,357 14,021
    320 shares of AMERICAN EXPRESS CO AXP 15,366 15,094
    85 shares of APPLE INC. AAPL 14,162 34,425
    200 shares of AUTODESK, INC. ADSK 8,068 6,066
    140 shares of BHP BILLITON LIMITED BHP 9,801 9,888
    500 shares of BRISTOL-MYERS SQUIBB CO BMY 14,989 17,620
    209 shares of CHEVRONTEXACO CORP CVX 16,403 22,238
    204 shares of CITRIX SYSTEMS INC CTXS 11,689 12,387
    260 shares of COCA-COLA CO KO 18,031 18,192
    145 shares of CONOCOPHILLIPS COP 9,128 10,566
    195 shares of COSTCO WHOLESALE CORP NEW COST 13,024 16,247
    210 shares of COVIDIEN LTD COV 10,729 9,452
    460 shares of DANAHER CORP DHR 16,029 21,638
    285 shares of DOMINION RESOURCES INC D 12,698 15,128
    360 shares of DU PONT DE NEMOURS DD 14,774 16,481
    250 shares of EATON CORP ETN 13,319 10,883
    710 shares of EMC CORP-MASS EMC 14,235 15,293
    330 shares of EXXON MOBIL CORP XOM 21,874 27,971
    704 shares of FLEXSHARES GLOBAL UPSTREAM NATURAL RESOURCES INDEX GUNR 22,164 23,232
    1022 shares of FLEXSHARES IBOXX 3-YEAR TARGET DURATION TIPS INDEX TDTT 25,462 25,611
    1025 shares of FLEXSHARES IBOXX 5-YEAR TARGET DURATION TIPS INDEX TDTF 25,513 25,933
    130 shares of FRANKLIN RES INC BEN 15,333 12,488
    720 shares of GENERAL ELECTRIC CO GE 12,021 12,895
    30 shares of GOOGLE INC CL A GOOG 12,887 19,377
    65 shares of GRAINGER W W INC. GWW 7,796 12,167
    240 shares of H.J. HEINZ COMPANY HNZ 11,416 12,970
    142 shares of INTERNATIONAL BUSINESS MACHINES IBM 18,927 26,111
    110 shares of JOHNSON JOHNSON JNJ 6,914 7,214
    305 shares of JOHNSON CONTROLS INC. JCI 9,155 9,534
    465 shares of JP MORGAN CHASE CO JPM 16,332 15,461
    130 shares of MCDONALDS CORP MCD 11,096 13,043
    215 shares of MCKESSON CORP MCK 13,830 16,751
    13272 shares of MFB NORTHERN FDS MULTI MNGR EMERGING MRKTS NMMEX 221,854 215,136
    4871 shares of MFB NORTHERN FDS MULTI MNGR GLOBAL REAL EST NMMGX 56,772 74,918
    200 shares of NATL OILWELL VARCO NOV 9,818 13,598
    101 shares of NIKE INC-CL B NKE 7,578 9,733
    95 shares of NOBLE ENERGY INC. NBL 6,260 8,967
    210 shares of NORFOLK SOUTHERN CORP NSC 14,200 15,301
    13299 shares of NORTHERN FUNDS FIXED INCOME FUND NOFIX 139,899 138,711
    40099 shares of NORTHERN MULTI-MANAGER INTL EQUITY FUND NMIEX 359,923 331,621
    9004 shares of NORTHERN MULTI-MANAGER MID CAP FUND NMMCX 86,240 98,325
    5161 shares of NORTHERN MULTI-MANAGER SMALL CAP FUND NMMSX 42,484 45,208
    27205 shares of NORTHERN MULTI-MANG HIGH YLD OPPORTUNITY NMHYX 286,125 270,145
    3518 shares of NORTHERN SMALL CAP GROWTH NSGRX 50,719 49,883
    205 shares of NOVARTIS AG ADR NVS 11,238 11,720
    275 shares of OMNICOM GROUP OMC 12,575 12,260
    645 shares of ORACLE CORP ORCL 17,795 16,544
    2787 shares of PIMCO COMMODITY REAL RETURN STRATEGY FUND PCRIX 19,592 18,227
    48 shares of PRECISION CASTPARTS PCP 8,152 7,910
    440 shares of PRINCIPAL FINANCIAL GROUP PFG 13,100 10,824
    270 shares of PROCTER GAMBLE CO PG 16,473 18,012
    300 shares of QUALCOMM INC QCOM 15,701 16,410
    109 shares of SALESFORCE.COM CRM 11,218 11,059
    150 shares of SCHLUMBERGER LTD SLB 13,562 10,247
    142 shares of SIMON PPTY GROUP INC NEW SPG 13,570 18,309
    690 shares of SPECTRA ENERGY CORP-W/I SE 17,768 21,218
    848 shares of STREETTRACKS GOLD SHARES GLD 101,974 128,888
    155 shares of TRAVELERS COMPANIES INC THE TRV 8,378 9,171
    125 shares of UNITED TECHNOLOGIES CORP UTX 7,102 9,136
    350 shares of UNITEDHEALTH GROUP INC. UNH 12,328 17,738
    500 shares of US BANCORP DEL NEW USB 14,977 13,525
    146 shares of V F CORP VFC 15,578 18,541
    220 shares of VERIZON COMMUNICATIONS VZ 8,158 8,826
    150 shares of WAL-MART STORES INC. WMT 8,447 8,964
    275 shares of WALT DISNEY HOLDINGS CO. DIS 9,591 10,313
    570 shares of WELLS FARGO CO. WFC 16,259 15,709
    240 shares of WHOLE FOODS MARKET, INC. WFM 11,363 16,699

    TY 2011 OtherExpensesSchedule
    Name:
    The Zephyr Charitable Foundation Inc
    EIN: 20-2597193
    Software ID:11000218
    Software Version:2011.0.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Administrative Fees 14,698     14,698
    Bank Charges 62 62    
    State or Local Filing Fees 25     25


    TY 2011 OtherProfessionalFeesSchedule
    Name:
    The Zephyr Charitable Foundation Inc
    EIN: 20-2597193
    Software ID:11000218
    Software Version:2011.0.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Investment Management Services 11,053 11,053    


    TY 2011 TaxesSchedule
    Name:
    The Zephyr Charitable Foundation Inc
    EIN: 20-2597193
    Software ID:11000218
    Software Version:2011.0.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Estimated Tax for 2011 1,200 0 0 0