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
2012
Open to Public Inspection
For calendar year 2012, or tax year beginning 01-01-2012 , and ending 12-31-2012
Name of foundation
Jean T and Heyward G Pelham Foundation
 

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

20-3291660
B Telephone number (see instructions)

(800) 839-1754
C bullet
G Check all that apply:

D 1. bullet
2. bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$12,357,888J 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 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) 2,134,590
2 Check bullet
3 Interest on savings and temporary cash investments 117 117  
4 Dividends and interest from securities...... 144,524 144,524  
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 66,201
b Gross sales price for all assets on line 6a 1,466,204
7 Capital gain net income (from Part IV, line 2)... 66,201
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 69 69  
12 Total. Add lines 1 through 11........ 2,345,501 210,911  
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 15,359 15,359    
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 4,248      
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 44,166 971   43,195
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 63,773 16,330   43,195
25 Contributions, gifts, grants paid........ 522,000 522,000
26 Total expenses and disbursements. Add lines 24 and 25 585,773 16,330   565,195
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,759,728
b Net investment income (if negative, enter -0-) 194,581
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2012)
Form 990-PF (2012)
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.......... 2,561,628 2,052,630 2,052,630
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)........ 6,655,882 Click to see attachment8,898,595 9,635,811
c Investments—corporate bonds (attach schedule)........ 455,000 Click to see attachment535,000 582,996
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 139,337 Click to see attachment85,350 86,451
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) 9,811,847 11,571,575 12,357,888
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 9,811,847 11,571,575
30 Total net assets or fund balances (see page 17 of the
instructions).................... 9,811,847 11,571,575
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 9,811,847 11,571,575
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 9,811,847
2 Enter amount from Part I, line 27a..................... 2 1,759,728
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 11,571,575
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 11,571,575
Form 990-PF (2012)
Form 990-PF (2012)
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 Passthrough K1 Capital Gain      
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 1,466,204   1,401,115 65,089
b       1,112
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       65,089
b       1,112
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 66,201
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 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))
2011 526,754 8,303,712 000.063436
2010 378,234 6,217,943 000.060829
2009 458,104 4,177,061 000.109671
2008 300,563 2,395,105 000.125491
2007 1,304,317 1,022,109 001.276104
2 Total of line 1, column (d) ...................... 2 001.635531
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. . . 		3 000.327106
4 Enter the net value of noncharitable-use assets for 2012 from Part X, line 5..... 4 10,149,071
5 Multiply line 4 by line 3....................... 5 3,319,822
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 1,946
7 Add lines 5 and 6......................... 7 3,321,768
8 Enter qualifying distributions from Part XII, line 4.............. 8 565,195
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.
Form 990-PF (2012)
Form 990-PF (2012)
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 3,892
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 3,892
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 3,892
6 Credits/Payments:
a 2012 estimated tax payments and 2011 overpayment credited to 2012 6a 1,800
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 2,092
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. Tax Paid Original Return: 3892 7 3,892
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  
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 2013 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 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 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?
    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 instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    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 2012, 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 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 (2012)
    Form 990-PF (2012)
    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 2012?.............
    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 2012, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2012?...............
    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 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 2012 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 2012.)....................
    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 2012?
    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 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 instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2012)
    Form 990-PF (2012)
    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 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
    Ann P Cullen Trustee
    001.00     		0    
    Foundation Source 501 Silverside Rd
    Wilmington,DE19809
    Richard T Pelham Trustee
    001.00     		0    
    Foundation Source 501 Silverside Rd
    Wilmington,DE19809
    William H Pelham Chairperson
    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 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
     
    Total number of other employees paid over $50,000...................bullet  
    3 Five highest-paid independent contractors for professional services (see 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 (2012)
    Form 990-PF (2012)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see 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 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
    9,384,084
    b
    Average of monthly cash balances.......................
    1b
    919,541
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    10,303,625
    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
    10,303,625
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see
    instructions) Click to see attachment.............................
    4
    154,554
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    10,149,071
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    507,454
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    507,454
    2a
    Tax on investment income for 2012 from Part VI, line 5......
    2a
    3,892
    b
    Income tax for 2012. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    3,892
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    503,562
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    503,562
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    503,562
    Part XII
    Qualifying Distributions (see 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
    565,195
    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
    565,195
    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 instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    565,195
    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 (2012)
    Form 990-PF (2012)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2011     		(c)
    2011     		(d)
    2012
    1 Distributable amount for 2012 from Part XI, line 7 503,562
    2 Undistributed income, if any, as of the end of 2012:
    a Enter amount for 2011 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2012:
    a From 2007....... 1,253,907
    b From 2008....... 181,316
    c From 2009....... 249,789
    d From 2010....... 69,712
    e From 2011....... 116,416
    fTotal of lines 3a through e......... 1,871,140
    4Qualifying distributions for 2012 from Part
    XII, line 4: bullet$ 565,195
    a Applied to 2011, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2012 distributable amount..... 503,562
    e Remaining amount distributed out of corpus 61,633
    5 Excess distributions carryover applied to 2012.    
    (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 1,932,773
    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 instructions ...........     		 
    e Undistributed income for 2011. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2012. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2013 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		 
    8Excess distributions carryover from 2007 not
    applied on line 5 or line 7 (see instructions) ...     		1,253,907
    9Excess distributions carryover to 2013.
    Subtract lines 7 and 8 from line 6a ......     		678,866
    10 Analysis of line 9:
    a Excess from 2008.... 181,316
    b Excess from 2009.... 249,789
    c Excess from 2010.... 69,712
    d Excess from 2011.... 116,416
    e Excess from 2012.... 61,633
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 9
    Part XIV
    Private Operating Foundations (see 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 2012, 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) 2012 (b) 2011 (c) 2010 (d) 2009
             
    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 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 (2012)
    Form 990-PF (2012)
    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
    ARLINGTON FREE CLINIC INC
    2921 11TH ST S
    ARLINGTON,VA22204     		N/A 509a1 General Unrestricted 5,000
    AVALON THEATRE PROJECT INC
    5612 CONN AVE NW
    WASHINGTON,DC20015     		N/A 509a2 Avalon Legacy Campaign 25,000
    CAROLINA BALLET THEATRE INC ATERM
    PO BOX 135
    GREENVILLE,SC29602     		N/A 509a1 Ghosts Production Program 3,500
    CENTRE STAGE SOUTH CAROLINA
    PO BOX 8451
    GREENVILLE,SC29604     		N/A 509a2 General Unrestricted 7,500
    CHESAPEAKE BAY FOUNDATION INC
    6 HERNDON AVE
    ANNAPOLIS,MD21403     		N/A 509a1 Environmental Litigation Efforts 60,000
    CHILDRENS MUSEUM OF THE UPSTATE INC
    300 COLLEGE ST
    GREENVILLE,SC29601     		N/A 509a1 General Unrestricted 10,000
    CHRIST CHURCH EPISCOPAL SCHOOL
    245 CAVALIER DR
    GREENVILLE,SC29607     		N/A 509a1 2011-2012 Annual Fund 10,000
    CHRIST CHURCH EPISCOPAL SCHOOL
    245 CAVALIER DR
    GREENVILLE,SC29607     		N/A 509a1 The Achievement Center Campaign 25,000
    CLEMSON ADVANCEMENT FOUNDATION
    150 LEE HALL BOX 340502
    CLEMSON,SC29634     		N/A 509a1 Grad Studies in Architect. Prgm, CAF Genoa Villa Lee Hall Cap Campaign 50,000
    COOPERATIVE FOR EDUCATION
    2730 HYDE PARK AVE
    CINCINNATI,OH45209     		N/A 509a1 General Unrestricted 5,000
    DINING FOR WOMEN
    204 STONEBROOK FARM WAY
    GREENVILLE,SC29615     		N/A 509a1 General Unrestricted 1,000
    DUKE STUDENT PUBLISHING COMPANY INC
    101 W UNION BLDG BOX 90858
    DURHAM,NC27708     		N/A 509a2 General Unrestricted 10,000
    DUKE UNIVERSITY
    PO BOX 90581
    DURHAM,NC27708     		N/A 509a1 DAA Reader Project 33,000
    GREENVILLE ARTS FESTIVAL dba ARTISPHERE
    16 AUGUSTA ST
    GREENVILLE,SC29601     		N/A 509a1 General Unrestricted 6,000
    LAMBDA LEGAL DEFENSE AND EDUCATION FUND INC
    120 WALL ST FL 19
    NEW YORK,NY10005     		N/A 509a1 General Unrestricted 5,000
    LEARNSERVE INTERNATIONAL
    PO BOX 6203
    WASHINGTON,DC20015     		N/A 509a1 General Unrestricted 26,000
    LOWCOUNTRY AIDS SERVICES
    3547 MEETING ST RD
    CHARLESTON,SC29405     		N/A 509a1 General Unrestricted 20,000
    MID-ATLANTIC INNOCENCE PROJECT
    4801 MASSACHUSETTS AVE NW
    WASHINGTON,DC20016     		N/A 509a1 General Unrestricted 5,000
    PEACE CENTER FOUNDATION
    101 W BROAD ST
    GREENVILLE,SC29601     		N/A 509a1 General Unrestricted 20,000
    POTOMAC CONSERVANCY INC
    8601 GEORGIA AVE STE 612
    SILVER SPRING,MD20910     		N/A 509a1 General Unrestricted 20,000
    POTOMAC CONSERVANCY INC
    8601 GEORGIA AVE STE 612
    SILVER SPRING,MD20910     		N/A 509a1 Advocacy Establishment of the Potomac River Action Network 25,000
    SIGNATURE THEATRE INC
    4200 CAMPBELL AVE
    ARLINGTON,VA22206     		N/A 509a2 General Unrestricted 15,000
    SOUTH CAROLINA CHILDRENS THEATRE
    PO BOX 9340
    GREENVILLE,SC29604     		N/A 509a2 General Unrestricted 5,000
    THE ART LEAGUE INC
    105 N UNION ST
    ALEXANDRIA,VA22314     		N/A 509a2 General Unrestricted 5,000
    THE ART LEAGUE INC
    105 N UNION ST
    ALEXANDRIA,VA22314     		N/A 509a2 Ceramics Department for new Gas Kiln 20,000
    THE WAREHOUSE THEATRE
    37 AUGUSTA ST
    GREENVILLE,SC29601     		N/A 509a2 General Unrestricted 5,000
    WASHINGTON TENNIS & EDUCATION FOUNDATION
    1600 KENNEDY ST NW
    WASHINGTON,DC20011     		N/A 509a2 WTEF Capital Campaign 100,000
    Total .................................bullet 3a 522,000
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2012)
    Form 990-PF (2012)
    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 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     14 117  
    4 Dividends and interest from securities....     14 144,524  
    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 66,201  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aK-1 Inc/Loss     14 69  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   210,911  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13210,911
    (See worksheet in line 13 instructions 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 foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2012)
    Form 990-PF (2012)
    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
    Sign Here
    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
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2012)
    Additional Data


    Software ID: 12000057
    Software Version: 12.15.422.1
    Part VI Line 7 - Tax Paid Original Return: 3892


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    OMB No. 1545-0047
    2012
    Name of the organization
    Jean T and Heyward G Pelham Foundation
     
    Employer identification number

    20-3291660
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......................... Arrow Bullet   $    
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
    Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
    Page 2
    Name of organization
    Jean T and Heyward G Pelham Foundation
          		Employer identification number

    20-3291660
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    		     
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    Heyward Gibbes Pelham Testamentary    
    c/o William Pelham PO Box 8698
       
    Greenville, SC   29604

    		$2,134,590


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

         
     
       

    		$  


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

         
     
       

    		$  


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

         
     
       

    		$  


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

         
     
       

    		$  


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

         
     
       

    		$  


    (Complete Part II if there is a noncash contribution.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
    Page 3
    Name of organization
    Jean T and Heyward G Pelham Foundation
          		Employer identification number

    20-3291660
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    		     
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
    Page 4
    Name of organization
    Jean T and Heyward G Pelham Foundation
          		Employer identification number

    20-3291660
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
           
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

    Additional Data


    Software ID: 12000057
    Software Version: 12.15.422.1

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2012 GainLossSaleOtherAssetsSch
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
    Publicly-traded Securities         1,466,204 1,401,115     65,089  
    Passthrough K1 Capital Gain                 1,112  

    TY 2012 GeneralExplanationAttachment
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Identifier Return Reference Explanation

    TY 2012 InvestmentsCorpBondsSchedule
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Name of Bond End of Year Book Value End of Year Fair Market Value
    DEUTSCHE BK GLBL BUFF LKD 0.000 - 01/07/2013 60,000 70,439
    GOLDMAN SACHS GROUP INC - 0.000 - 11/14/2013 SR IDX ZRO LKD 75,000 79,413
    GOLDMAN SACHS GROUP INC 0.00 10/17/2013 100,000 100,148
    GOLDMAN SACHS GROUP INC 0.00000 - 07/10/2013 -SR IDX ZRO LKD 200,000 222,544
    HSBC USA INC NEW SR IDX ZRO LKD - 0.000 - 07/03/2013 40,000 45,256
    JP MORGAN CHASE BANK NA - 0.000 - 05/15/2013 SR IDX ZRO LKD 60,000 65,196

    TY 2012 InvestmentsCorpStockSchedule
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Name of Stock End of Year Book Value End of Year Fair Market Value
    3386 shares of ARTISAN INTERNATIONAL VALUE FUND INVESTOR SHS 100,000 102,878
    15660 shares of DODGE COX FUNDS INTERNATIONAL STOCK FUND 547,452 542,477
    21785 shares of DOUBLELINE TOTAL RETURN BOND 245,000 246,824
    16014 shares of DREYFUS PREMIER EMERGING MARKETS DEBT LOCAL CURREN 235,000 245,653
    21558 shares of EATON VANCE FLOATING RATE FUND INSTI SHARE 185,302 196,605
    12067 shares of EATON VANCE GLOBAL MACRO FD CL I 125,000 118,615
    8518 shares of GATEWAY FUND CLASS Y 225,000 230,925
    5055 shares of HIGHBRIDGE DYNAMIC COMMOD STRATEGY FUND - SEL 78,152 70,619
    1257 shares of ISHARES BARCLAYS TIPS BOND FUND 129,189 152,612
    2148 shares of ISHARES TRUST MSCI EAFE INDEX FUND 100,887 122,135
    2612 shares of ISHARES TRUST RUSSELL 1000 GROWTH INDEX FD 149,902 171,060
    2335 shares of ISHARES TRUST RUSSELL MIDCAP INDEX FUND 176,419 264,089
    15996 shares of JP MORGAN MID CAP EQUITY SELECT 440,000 531,542
    44453 shares of JP MORGAN SHORT DURATION BOND SELECT FUND 486,510 488,541
    12837 shares of JP MORGAN STRATEGIC INCOME OPPORTUNITIES FD SELECT 151,220 151,856
    54367 shares of JP MORGAN US EQUITY FUND 520,000 609,454
    15096 shares of JP MORGAN US LARGE CAP CORE PLUS FUND 313,000 333,914
    10146 shares of JP MORGAN US REAL ESTATE FD SELECT SHS 105,000 161,531
    1100000 shares of JPM ACCESS MULTI-STRATEGY FUND II 1,100,000 1,122,000
    25604 shares of JPMORGAN HIGH YIELD BOND FUND SELECT 183,083 208,420
    33399 shares of JPMORGAN INTERNATIONAL VALUE SELECT 449,745 429,517
    6118 shares of JPMORGAN INTREPID AMERICA FUND 112,560 159,628
    12476 shares of JPMORGAN LARGE CAP GROWTH FUND SELECT 270,000 298,791
    14546 shares of JPMORGAN MARKET NEUTRAL FUND SELECT 225,000 217,176
    6652 shares of JPMORGAN REALTY INCOME FUND 60,000 77,361
    10245 shares of MATTHEWS PACIFIC TIGER FUND I 206,343 250,080
    9590 shares of PIMCO COMMODITIESPLUS STRATEGY FUND CLASS P 110,000 104,438
    20472 shares of PRIMECAP ODYSSEY STOCK FUND 300,000 327,137
    425 shares of SPDR GOLD TR GOLD SHS 39,869 68,859
    6000 shares of SPDR SP 500 ETF TRUST 769,926 854,460
    15271 shares of T. ROWE PRICE NEW ASIA FUND 231,173 256,711
    17323 shares of THE ARBITRAGE FUND CLASS I 225,000 221,217
    4424 shares of VANGUARD MSCI EMERGING MARKETS ETF 201,854 197,001
    2082 shares of VANGUARD MSCI EUROPEAN ETF 101,009 101,685

    TY 2012 InvestmentsOtherSchedule2
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    DB COMMODITY INDEX TRACKING FUND   85,350 86,451

    TY 2012 OtherExpensesSchedule
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Administrative Fees 43,195     43,195
    K-1 Exp DB COMMODITY INDEX TRACKING FD 971 971    


    TY 2012 OtherIncomeSchedule2
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    K-1 Inc/Loss DB COMMODITY INDEX TRACKING FUND 69 69  


    TY 2012 OtherProfessionalFeesSchedule
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Investment Management Services 15,359 15,359    


    TY 2012 TaxesSchedule
    Name:
    Jean T and Heyward G Pelham Foundation
    EIN: 20-3291660
    Software ID:12000057
    Software Version:12.15.422.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Estimated Tax for 2012 1,800      
    IRS Excise Tax Payment with 1st ext 990-PF 2,448