TY 2012 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

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

OMB No. 1545-0052

2012

Open to Public Inspection

For calendar year 2012, or tax year beginning 01-01-2012 , and ending 12-31-2012

Name of foundation
MERIT FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)15 SOUTH PINE STREET Room/suite

City or town, state, and ZIP code
MOUNT PROSPECT, IL60056

A Employer identification number

36-4156727

B Telephone number (see instructions)

(847) 253-4055

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

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

$529,987J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

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

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


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	15,511		15,511
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		8,550
b	Gross sales price for all assets on line 6a 123,870
7	Capital gain net income (from Part IV, line 2)...			8,550
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........	24,061		24,061
13	Compensation of officers, directors, trustees, etc.	1,200
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		100
b	Accounting fees (attach schedule).......		900
c	Other professional fees (attach schedule)....		7,071	7,071	7,071
17	Interest...............
18	Taxes (attach schedule) (see instructions)		1,000
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......	7,471
22	Printing and publications..........
23	Other expenses (attach schedule).......		127	117
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	17,869		7,188	7,071
25	Contributions, gifts, grants paid........	26,970			26,970
26	Total expenses and disbursements. Add lines 24 and 25	44,839		7,188	34,041
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-20,778
b	Net investment income (if negative, enter -0-)			16,873
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	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............	4,651	5,001	5,001
	2	Savings and temporary cash investments..........	97,465	25,886	25,887
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	361,551	274,158	284,983
	c	Investments—corporate bonds (attach schedule)........	55,442	193,286	214,116
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	15,481	15,481
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	534,590	513,812	529,987
	17	Accounts payable and accrued expenses..........
	18	Grants payable...................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	534,590	513,812
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	534,590	513,812
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	534,590	513,812

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	534,590
2	Enter amount from Part I, line 27a.....................	2	-20,778
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	513,812
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	513,812

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	5 shrs Concophillips	P	2006-10-30	2012-04-09
b	.5 shrs Phillips 66	P	2006-10-30	2012-05-01
c	55 shrs Thomas & Betts Corp	P	2006-10-30	2012-05-17
d	7 shrs Thomas & Betts Corp	P	2009-07-01	2012-05-17
e	15 shrs Thomas & Betts Corp	P	2010-03-08	2012-05-17
	5 shrs Thomas & Betts Corp	P	2010-03-11	2012-05-17
	3 shrs Thomas & Betts Corp	P	2012-05-17	2012-10-17
	.3333 shrs Duke Energy Corp	P	2006-10-30	2012-07-03
	170 shrs Eaton Corp	P	2006-10-30	2012-12-03
	6 shrs Eaton Corp	P	2010-03-12	2012-12-03
	247.881 shrs Hussman Strategic Total	P	2010-05-20	2012-03-08
	204.713 shrs Ivy Asset Strategy Fund	P	2011-08-15	2012-03-08
	2.968 shrs Ivy Asset Strategy Fund	P	2011-12-08	2012-03-08
	65 shrs Spdr S&P 500 ETF	P	2009-02-05	2012-03-08
	28 shrs Spdr S&P 500 ETF	P	2009-12-30	2012-03-08
	30 shrs Vanguard High Dividend	P	2011-12-22	2012-03-08
	266.801 shrs WFA International Bond Fnd	P	2011-08-15	2012-03-08
	19.339 shrs WFA International Bond Fnd	P	2011-09-27	2012-03-08
	106 Ishrs MSCI Emerging Mkts	P	2012-03-08	2012-05-15
	218 shrs Vanguard MSCI EAFE ETF	P	2012-03-08	2012-05-15
	139 shrs Spdr DJ Wilshire International	P	2012-03-08	2012-06-26
	1093.352 shrs Pimco Commodity Real Return	P	2012-03-08	2012-07-05
	637.111 shrs WFA International Bond Fnd	P	2011-08-15	2012-07-05
	4.72 shrs WFA International Bond Fnd	P	2011-12-12	2012-07-05
	18.692 shrs WFA International Bond Fnd	P	2011-12-19	2012-07-05
	24 Ishrs Barclays Tips Bond	P	2012-03-08	2012-11-07
	29 Ishrs Cores S&P 500 ETF	P	2012-03-08	2012-11-07
	11 Ishrs MSCI Emerging Mkts	P	2008-07-16	2012-11-07
	21 Ishrs MSCI Emerging Mkts	P	2012-03-08	2012-11-07
	25 Ishrs Russell 2000 Index	P	2012-03-08	2012-11-07
	76.904 shrs Merger Fd Sh Ben Int	P	2011-08-15	2012-11-07
	42.36 shrs Permanent Perm Portfolio	P	2011-08-15	2012-11-07
	86.261 shrs Pimco All Asset All Auth	P	2010-11-19	2012-11-07
	3.633 shrs Pimco All Asset All Auth	P	2011-09-16	2012-11-07
	105.704 shrs Pimco Emerging Local Bond	P	2012-03-08	2012-11-07
	140.088 shrs Pimco Fds Pac Invt Mgmt	P	2012-03-08	2012-11-07
	4.134 shrs Pimco Fds Pac Invt Mgmt	P	2011-09-01	2012-11-07
	641.53 shrs Pimco Fds Pac Invt Mgmt	P	2012-07-05	2012-11-07
	374.036 shrs Pimco Total Return Fd	P	2010-05-20	2012-11-07
	2.947 shrs Pimco Total Return Fd	P	2011-09-01	2012-11-07
	14 shrs Spdr DJ Wilshire Reit ETF	P	2012-03-08	2012-11-07
	12 shrs Spdr S&P Midcap 400 ETF	P	2012-03-08	2012-11-07
	39 shrs Tortoise Energy Infas	P	2012-03-08	2012-11-07
	21 shrs Tortoise Energy Infas	P	2012-03-08	2012-11-07
	70 shrs Vanguard High Dividend Yield	P	2011-12-22	2012-11-07
	10 shrs Vanguard Mid-Cap Vipers	P	2012-03-08	2012-11-07
	55 shrs Vanguard MSCI Eafe ETF	P	2012-03-08	2012-11-07
	23 shrs Vanguard SM-Cap Vipers	P	2012-07-05	2012-11-07
	1 Ishr MSCI Emerging Mkts	P	2008-07-16	2012-12-21
	124.068 shrs Permanent Perm Portfolio	P	2011-08-15	2012-12-21
	1.469 shrs Permanent Perm Portfolio	P	2011-12-07	2012-12-21
	1.049 shrs Permanent Perm Portfolio	P	2011-12-07	2012-12-21
	88.687 shrs Permanent Perm Portfolio	P	2012-03-08	2012-12-21
	4 shrs Vanguard MSCI Eafe ETF	P	2012-03-08	2012-12-21
	Adjustment to Cost Basis	P	2012-12-31	2012-12-31

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	376	300	76
b	0	0	0
c	3,960	2,860	1,100
d	504	207	297
e	1,080	576	504
	360	191	169
	216	130	86
	22	18	4
	8,781	6,162	2,619
	310	223	87
	3,066	3,024	42
	5,218	5,101	117
	76	68	8
	8,895	5,513	3,382
	3,831	3,145	686
	1,425	1,350	75
	3,058	3,319	-261
	222	242	-20
	4,116	4,621	-505
	6,703	7,364	-661
	4,906	5,103	-197
	7,282	7,522	-240
	7,161	7,926	-765
	53	55	-2
	210	211	-1
	2,940	1,526	1,414
	4,069	3,983	86
	455	469	-14
	868	915	-47
	207	205	2
	1,212	1,214	-2
	2,068	2,090	-22
	973	957	16
	41	42	-1
	1,149	1,153	-4
	1,590	1,503	87
	40	40	0
	6,139	5,979	160
	4,339	4,167	172
	34	33	1
	1,003	950	53
	2,142	2,131	11
	1,610	1,556	54
	867	838	29
	3,440	3,149	291
	800	799	1
	1,812	1,858	-46
	1,800	1,790	10
	43	42	1
	6,017	6,121	-104
	71	70	1
	51	50	1
	4,301	4,330	-29
	140	135	5
	0	176	-176

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	0	0	0	76
b	0	0	0	0
c	0	0	0	1,100
d	0	0	0	297
e	0	0	0	504
	0	0	0	169
	0	0	0	86
	0	0	0	4
	0	0	0	2,619
	0	0	0	87
	0	0	0	42
	0	0	0	117
	0	0	0	8
	0	0	0	3,382
	0	0	0	686
	0	0	0	75
	0	0	0	-261
	0	0	0	-20
	0	0	0	-505
	0	0	0	-661
	0	0	0	-197
	0	0	0	-240
	0	0	0	-765
	0	0	0	-2
	0	0	0	-1
	0	0	0	1,414
	0	0	0	86
	0	0	0	-14
	0	0	0	-47
	0	0	0	2
	0	0	0	-2
	0	0	0	-22
	0	0	0	16
	0	0	0	-1
	0	0	0	-4
	0	0	0	87
	0	0	0	0
	0	0	0	160
	0	0	0	172
	0	0	0	1
	0	0	0	53
	0	0	0	11
	0	0	0	54
	0	0	0	29
	0	0	0	291
	0	0	0	1
	0	0	0	-46
	0	0	0	10
	0	0	0	1
	0	0	0	-104
	0	0	0	1
	0	0	0	1
	0	0	0	-29
	0	0	0	5
	0	0	0	-176

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	8,550
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 . . . . . . . . . . . . . . . .		3	-465

Part V

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

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

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

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

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

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2011	27,932	452,301	0.061755
2010	26,198	394,086	0.066478
2009	23,686	370,199	0.063982
2008	34,829	544,449	0.063971
2007	32,930	649,972	0.050664

2	Total of line 1, column (d) ......................	2	0.306850
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	0.061370
4	Enter the net value of noncharitable-use assets for 2012 from Part X, line 5.....	4	530,139
5	Multiply line 4 by line 3.......................	5	32,535
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	169
7	Add lines 5 and 6.........................	7	32,704
8	Enter qualifying distributions from Part XII, line 4..............	8	34,041
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)

Page 4

Part VI

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

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	169
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2............................	3	169
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	169
6	Credits/Payments:

a	2012 estimated tax payments and 2011 overpayment credited to 2012	6a	315
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	315
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	146
11	Enter the amount of line 10 to be: Credited to 2013 estimated tax146	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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

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

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

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

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

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

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

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

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

By language in the governing instrument, or

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

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

Yes

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

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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

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

Yes

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

or 4942(j)(5) for calendar year 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?

If “Yes,” complete Part XIV.............................

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

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

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

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

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

Yes

Website address bullet

N/A

The books are in care of bullet

MARLYS E WEARY Telephone no. bullet

(847) 253-4055

Located at bullet

15 S PINE STREET 404 MTPROSPECTIL ZIP+4 bullet

600563146

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

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

At any time during calendar year 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? .................

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)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

that were not corrected before the first day of the tax year beginning in 2012?.............

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

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

At the end of tax year 2012, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2012?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

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

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

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

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

20, 20, 20, 20

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

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

If “Yes,” did it have excess business holdings in 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.)....................

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

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

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2012?

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

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

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

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

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

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

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

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

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

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

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

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

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

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

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

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

a personal benefit contract?........................YesNo

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

If “Yes” to 6b, file Form 8870.

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

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

Form 990-PF (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
MARLYS WEARY	President 1.00	0	0	0
15 S PINE STR MT PROSPECT,IL60056	President 1.00	0	0	0
SHARON FRUCHT	Secretary 1.00	0	0	737
707 CALVERT LANE FORT WASHINGTON,MD20744	Secretary 1.00	0	0	737
RONALD WEARY	Treasurer 2.00	0	0	595
10031 E NACOMA CT SUN LAKE,AZ85248	Treasurer 2.00	0	0	595
REBECCA JOHNSON	Director 1.00	300	0	283
1N155 CYPRESS LANE WINFIELD,IL60190	Director 1.00	300	0	283
LAUREN B CANTONI	Director 1.00	300	0	1,401
15404 S FOURTH DR PHOENIX,AZ85045	Director 1.00	300	0	1,401
DAVID FRUCHT	Director 1.00	0	0	553
1502 BLACK-EYED SUSAN LANE VIENNA,VA22182	Director 1.00	0	0	553
STEPHEN FRUCHT	Director 1.00	300	0	1,725
1040 KESWICK LANE CLEMMONS,NC27012	Director 1.00	300	0	1,725
MICHAEL FRUCHT	Director 1.00	300	0	642
241 DARTMOOR DR MADISON,WI53711	Director 1.00	300	0	642

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
NONE









Total number of other employees paid over $50,000...................				0

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
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

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


2


3


4

Form 990-PF (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.)

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

purposes:

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

485,420

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

52,792

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

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

538,212

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

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

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

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

538,212

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

instructions) .............................

8,073

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

530,139

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

26,507

Part XI

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

and do not complete this part.)

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

26,507

Tax on investment income for 2012 from Part VI, line 5......

169

Income tax for 2012. (This does not include the tax from Part VI.)...

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

169

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

26,338

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

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

26,338

Deduction from distributable amount (see instructions).................

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

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

26,338

Part XII

Qualifying Distributions (see instructions)

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

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

34,041

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

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

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

Amounts set aside for specific charitable projects that satisfy the:

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

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

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

34,041

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

169

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

33,872

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)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2012
1 Distributable amount for 2012 from Part XI, line 7			26,338
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.......	9,137
b From 2008.......	7,829
c From 2009.......	5,316
d From 2010.......	6,880
e From 2011.......	8,385
fTotal of lines 3a through e.........		37,547
4Qualifying distributions for 2012 from Part
XII, line 4: $ 34,041
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.....			26,338
e Remaining amount distributed out of corpus		7,703
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		45,250
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) ...		9,137
9Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a ......		36,113
10 Analysis of line 9:
a Excess from 2008....	7,829
b Excess from 2009....	5,316
c Excess from 2010....	6,880
d Excess from 2011....	8,385
e Excess from 2012....	7,703

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 section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2012	(b) 2011	(c) 2010	(d) 2009	(e) Total

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

Part XV

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

MARLYS E WEARY DAVID FRUCHT RONALD

LAUREN CONTONI MICHAEL FRUCHT STEPH

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

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

Check here bullet

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

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

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

cAny submission deadlines:

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

Form 990-PF (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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
PIONEER CAMP & RETREAT CENTER 9324 LAKE SHORE ROAD ANGOLA,NY14006		501(c)3	Religious	500
NEW MORNING NURSERY SCHOOL 3200 MONROE STREET MADISON,WI53711		501(c)3	Religious	894
DEAN FOUNDATION 2711 ALLEN BLVD STE 300 MIDDLETON,WI53562		501(c)3	Charitable/Scientific	500
ST MARY'S HOSPITAL FOUNDATION 700 SOUTH PARK STREET MADISON,WI53715		501(c)3	Scientific	500
AUGSBURG LUTHERAN CHURCH 845 W 5TH STREET WINSTON SALEM,NC27101		501(c)3	Religious	1,394
CANTIGNY FOUNDATION 1S151 WINFIELD ROAD WHEATON,IL60187		501(c)3	Scientific	1,500
WINFIELD LIBRARY FRIENDS 0S291 WINFIELD ROAD WINFIELD,IL60190		501(c)3	Charitable	2,700
ST PAUL LUTHERAN CHURCH 515 SOUTH WHEATON AVE WHEATON,IL60187		501(c)3	Religious	1,194
SUMMIT SCHOOL - AHWATUKEE 4515 E MUIRWOOD DRIVE PHOENIX,AZ85048		501(c)3	Education	4,394
EDGEWOOD CAMPUS SCHOOL 829 EDGEWOOD COLLEGE DRIVE MADISON,WI53711		501(c)3	Education	3,000
GOOD SHEPARD LUTHERAN CHURCH 1133 RESTON AVENUE HERNDON,VA20170		501(c)3	Religious	5,394
BRUNSON COMMUNICATIONS & WORLD CULTURES 155 N HAWTHORNE ROAD WINSTONSALEM,NC27104		501(c)3	Education	1,000
MATTHEW GFELLER FOUNDATION 2880 GALSWORTHY DRIVE WINSTONSALEM,NC27106		501(c)3	Scientific	1,000
JUVENILE DIABETES RESEARCH FOUNDATION 3333 N MAYFAIR ROAD MILWAUKEE,WI53222		501(c)3	Scientific	1,000
RIVERWOOD THERAPEUTIC RIDING CENTER 6825 ROLLINGVIEW DRIVE TABACCOVILE,NC27050		501(c)3	Scientific	500
AHWATUKEE CHILDRENS THEATRE 5051 E ELLIOT ROAD PHOENIX,AZ85044		501(c)3	Educational	1,000
HOPE FOR HOLT FOUNDATION 826 HEMPSTEAD PLACE CHARLOTTE,NC28207		501(c)3	Scientific	500
Total ................................. 3a				26,970

bApproved for future payment

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

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	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments
4 Dividends and interest from securities....					15,511
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					8,550
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)..					24,061

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

1324,061

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

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)
4	Income produced to support grants to other 501(c)3 organizations
8	Income produced to support grants to other 501(c)3 organizations

Form 990-PF (2012)

Page 12

Part XVII

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

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

Yes

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

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If “Yes,” complete the following schedule.

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

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.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2012)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2012 AccountingFeesSchedule

Name:

MERIT FOUNDATION

EIN: 36-4156727

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Estate Plan Administration Services LLC Tax Preparation	900

- TIN:

TY 2012 AllOthProgRltdInvestmentsSch

Name:

MERIT FOUNDATION

EIN: 36-4156727

Category	Amount
None

- TIN:

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

TY 2012 GainLossSaleOtherAssetsSch

Name:

MERIT FOUNDATION

EIN: 36-4156727

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
Sale of Marketable Securities - See Part IV (a)		Purchased		VARIOUS	108,244	104,639	FMV		3,605
Sale of Marketable Securities - See Part IV (a)		Purchased		VARIOUS	15,626	10,681	FMV		4,945

- TIN:

TY 2012 InvestmentsCorpBondsSchedule

Name:

MERIT FOUNDATION

EIN: 36-4156727

Name of Bond	End of Year Book Value	End of Year Fair Market Value
10 Ishrs MSCI Emerging Markets Index	245	444
96 Ishrs MSCI Emerging Markets Index	2,595	4,258
47 Ishrs MSCI Emerging Markets Index	1,941	2,084
119 Ishrs Core S&P 500 ETF	14,348	17,034
17 Ishrs Core S&P 500 ETF	2,335	2,433
2 Ishrs Core S&P 500 ETF	287	286
34 Ishrs Russell 2000 Index	2,010	2,867
73 Ishrs Russell 2000 Index	4,892	6,155
8 Ishrs Russell 2000 Index	502	675
17 Ishrs Russell 2000 Index	1,363	1,433
31 shrs Spdr S&P MidCap 400 ETF	4,048	5,757
21 shrs Spdr S&P MidCap 400 ETF	1,958	3,900
7 shrs Spdr S&P MidCap 400 ETF	1,243	1,300
220.232 shrs Merger Fd Sh Ben Int	3,477	3,486
1.583 Merger Fd Sh Ben Int	25	25
7.036 shrs Merger Fd Sh Ben Int	110	111
172.541 shrs Merger Fd Sh Ben Int	2,716	2,731
13.665 shrs Merger Fd Sh Ben Int	220	216
563.547 shrs Mainstay Market Field Fund	8,921	8,921
212.878 shrs Pimco All Asset All Auth	2,361	2,361
16.608 shrs Pimco All Asset All Auth	166	184
147.596 shrs Pimco All Asset All Auth	1,591	1,637
11.132 shrs Pimco All Asset All Auth	128	123
583.779 shrs Pimco Emerging Global Bond Fund	6,369	6,410
18.034 shrs Pimco Emerging Global Bond Fund	199	198
262 shrs Global X Permanent ETF	6,707	6,714
560.961 shrs Pimco Fds Pac Invt Mgmt Ser	6,019	6,053
49.46 shrs Pimco Fds Pac Invt Mgmt Ser	543	534
1304.76 shrs Pimco Fds Pac Invt Mgmt Ser	11,434	12,578
642.686 shrs Pimco Fds Pac Invt Mgmt Ser	5,765	6,195
7.494 shrs Pimco Fds Pac Invt Mgmt Ser	67	72
14.232 shrs Pimco Fd Pac Invt Mgmt Ser	123	137
11.253 shrs Pimco Fd Pac Invt Mgmt Ser	102	108
12.009 shrs Pimco Fd Pac Invt Mgmt Ser	106	116
2.254 shrs Pimco Fd Pac Invt Mgmt Ser	20	22
12.683 shrs Pimco Fd Pac Invt Mgmt Ser	114	122
688.976 shrs Pimco Fd Pac Invt Mgmt Ser	6,407	6,642
626.447 shrs Pimco Fd Pac Invt Mgmt Ser	5,838	6,039
126.292 shrs Pimco Fd Pac Invt Mgmt Ser	1,223	1,217
581.597 shrs Pimco Total Return Fd	6,479	6,537
1.541 shrs Pimco Total Return Fd	17	17
334.421 shrs Pimco Total Return Fd	3,702	3,759
3.816 shrs Pimco Total Return Fd	41	43
3.539 shrs Pimco Total Return Fd	39	40
3.891 shrs Pimco Total Return Fd	42	44
7.849 shrs Pimco Total Return Fd	85	88
3.832 shrs Pimco Total Return Fd	42	43
708.789 shrs Pimco Total Return Fd	7,882	7,967
121.451 shrs Pimco Total Return Fd	1,377	1,365
54 shrs Spdr DJ Wilshire Reit ETF	3,397	3,940
5 shrs Spdr DJ Wilshire Reit ETF	339	365
1 shr Spdr DJ Wilshire Reit ETF	73	73
452.381 shrs Northern Lights Fund	4,460	4,470
49 Ishrs Barclays Tips Bond	4,947	5,949
13 Ishrs Barclays Tips Bond	1,392	1,578
5 Ishrs Barclays Tips Bond	494	607
15 Ishrs Barclays Tips Bond	1,559	1,821
21 Ishrs Barclays Tips Bond	2,484	2,550
6 Ishrs Barclays Tips Bond	732	728
5.7982 shrs Tortoise Energy Infas	152	220
3.8892 shrs Tortoise Energy Infas	107	147
6.6632 shrs Tortoise Energy Infas	106	253
4.7301 shrs Tortoise Energy Infas	90	179
4.0037 shrs Tortoise Energy Infas	93	152
4.2918 shrs Tortoise Energy Infas	95	163
3.6136 shrs Tortoise Energy Infas	98	137
115 shrs Tortoise Energy Infas	3,547	4,359
5.2581 shrs Tortoise Energy Infas	148	199
5.0445 shrs Tortoise Energy Infas	153	191
5.0175 shrs Tortoise Energy Infas	157	190
4.6649 shrs Tortoise Energy Infas	161	177
4.3362 shrs Tortoise Energy Infas	165	164
4.689 shrs Tortoise Energy Infas	168	178
79 shrs Tortoise Energy Infas	3,152	2,994
34 shrs Tortoise Energy Infas	1,300	1,289
135 shrs Vanguard SM-Cap Vipers	10,507	10,922
253 shrs Vanguard MSCI Eafe ETF	8,546	8,913
46 shrs Vanguard Mid-Cap Vipers	3,271	3,792
7 shrs Vanguard Mid-Cap Vipers	559	577
302 shrs Vanguard High Dividend Yield	12,164	14,913
9 shrs Vanguard High Dividend Yield	446	445

- TIN:

TY 2012 InvestmentsCorpStockSchedule

Name:

MERIT FOUNDATION

EIN: 36-4156727

Name of Stock	End of Year Book Value	End of Year Fair Market Value
215 shrs Alcoa Inc	6,082	1,866
18 shrs Alcoa Inc	245	156
15 shrs Alcoa Inc	144	130
130 shrs Abbott Laboratories	6,124	8,515
145 shrs Aetna Inc	5,941	6,715
74 shrs Ameriprise Financial Inc	1,834	4,635
8 shrs Ameriprise Financial Inc	344	501
13 shrs Ameriprise Financial Inc	570	814
12 shrs Ameriprise Financial Inc	496	752
187 shrs American Express Co	10,728	10,711
10 shrs American Express Co	406	573
115 shrs Bank of America Corp	6,203	1,335
23 shrs Bank of America Corp	335	267
72 shrs Bank of America Corp	1,210	836
28 shrs Bank of America Corp	476	325
190 shrs Brunswick Corp	5,962	5,527
14 shrs Brunswick Corp	149	407
23 shrs Brunswick Corp	368	669
150 shrs Berkshire Hathaway Inc	9,368	13,455
23 shrs Citigroup Inc	11,553	910
22 shrs Citigroup Inc	620	870
100 shrs Caterpillar Inc	6,083	8,961
10 shrs Caterpillar Inc	407	896
150 shrs Cigna Corporation	5,913	8,019
95 shrs Clorox Co	6,109	6,956
3 shrs Clorox Co	188	220
145 shrs Conocophillips	6,715	8,409
90 shrs Chevron Corp	6,046	9,733
20 shrs Chevron Corp	1,497	2,163
150 shrs Dow Chem Co	6,125	4,849
30 shrs Dow Chem Co	809	970
63 shrs Duke Energy Corp	3,476	4,019
59 shrs Emerson Elec Co	2,775	3,125
35 shrs Energizer Holdings Inc	1,891	2,799
15 shrs Energizer Holdings Inc	881	1,200
6 shrs Energizer Holdings Inc	358	480
3 shrs Energizer Holdings Inc	181	240
5 shrs Energizer Holdings Inc	374	400
170 shrs Eaton Corp Plc	8,781	9,211
6 shrs Eaton Corp Plc	310	325
113 shrs AGL Resources Inc	4,536	4,517
15 shrs AGL Resources Inc	624	600
335 shrs General Electric Co	11,832	7,032
99 shrs General Electric Co	1,192	2,078
5 shrs General Electric Co	82	105
17 shrs General Electric Co	300	357
212 shrs General Mills Inc	6,012	8,569
70 shrs Hartford Finl Svcs Group Inc	6,150	1,571
44 shrs Hartford Finl Svcs Group Inc	733	987
79 shrs Hartford Finl Svcs Group Inc	1,421	1,773
145 shrs Honeywell Intl Inc	6,173	9,203
10 shrs Honeywell Intl Inc	340	635
90 shrs Kimberly Clark Corp	5,956	7,599
12 shrs Kimberly Clark Corp	720	1,013
4 shrs Kimberly Clark Corp	244	338
33.3333 shrs Kraft Foods Group Inc	987	1,516
4 shrs Kraft Foods Group Inc	124	182
2.6667 Kraft Foods Group Inc	83	121
70 shrs Lockheed Martin Corp	6,082	6,460
10 shrs Lockheed Martin Corp	775	923
100 shrs Mondelez International Inc	1,839	2,545
12 shrs Mondelez International Inc	230	305
8 shrs Mondelez International Inc	155	204
113 shrs 3M Company	8,922	10,492
4 shrs 3M Company	304	371
145 shrs Altria Group	2,738	4,559
74 shrs Altria Group	1,297	2,327
15 shrs Altria Group	290	472
11 shrs Altria Group	224	346
42 shrs Norfolk Southern Corp	2,926	2,597
142 shrs Plum Creek Timber Co Inc	5,061	6,300
200 shrs Public Service Enterprise Group	6,091	6,120
145 shrs Philip Morris International	6,290	12,128
72 shrs Phillips 66	1,982	3,823
142 shrs Royal Dutch Shell Plc	9,831	9,791
95 shrs Spectra Energy Corp	2,519	2,601
11 shrs Spectra Energy Corp	189	301
38 shrs Spectra Energy Corp	737	1,040
14 shrs Spectra Energy Corp	313	383
174 shrs Target Corp	10,242	10,295
270 shrs Textron Inc	12,127	6,693
21 shrs Wells Fargo & Co	5,847	718
99 shrs Wells Fargo & Co	2,863	3,384
14 shrs Wells Fargo & Co	420	478
50 shrs Wells Fargo & Co	1,326	1,709
165 shrs Waste Management Inc	6,174	5,567
24 shrs Waste Management Inc	676	810
3 shrs Waste Management Inc	102	101

- TIN:

TY 2012 LegalFeesSchedule

Name:

MERIT FOUNDATION

EIN: 36-4156727

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Lawrence Kamin Saunders Legal	100

- TIN:

TY 2012 OtherExpensesSchedule

Name:

MERIT FOUNDATION

EIN: 36-4156727

Description	Revenue and Expenses per Books	Net Investment Income
Sectary of State Filing Fee	10
Attorney General
Foreign Tax	117	117
Postage
Bank Fees

- TIN:

TY 2012 OtherProfessionalFeesSchedule

Name:

MERIT FOUNDATION

EIN: 36-4156727

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Coyle Asset Managment Co. Investment	7,071	7,071		7,071

- TIN:

TY 2012 TaxesSchedule

Name:

MERIT FOUNDATION

EIN: 36-4156727

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Federal Estimated Tax Payment	1,000