Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
GRACE S AND W LINTON NELSON FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)150 N RADNOR CHESTER ROAD NO F200   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
RADNOR, PA19087
A Employer identification number

22-2583922
B Telephone number (see instructions)

(610) 977-2488
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E 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$21,129,616J Accounting method:
 
(Part I, column (d) must be on cash basis.)
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 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 317,071 316,971  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,194,755
b Gross sales price for all assets on line 6a 24,582,526
7 Capital gain net income (from Part IV, line 2)... 3,194,755
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........ 3,511,826 3,511,726  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 170,442 21,000   149,442
14 Other employee salaries and wages......        
15 Pension plans, employee benefits....... 8,937 630   8,307
16a Legal fees (attach schedule)......... Click to see attachment 212 0   212
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 96,257 96,257   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 84,866 2,629   11,412
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 25,044 0   25,044
21 Travel, conferences, and meetings....... 2,954 0   2,954
22 Printing and publications.......... 165 0   165
23 Other expenses (attach schedule)....... Click to see attachment 9,678 1,069   8,609
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 398,555 121,585   206,145
25 Contributions, gifts, grants paid........ 533,156 533,156
26 Total expenses and disbursements. Add lines 24 and 25 931,711 121,585   739,301
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 2,580,115
b Net investment income (if negative, enter -0-) 3,390,141
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
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............... 18,699    
2 Savings and temporary cash investments.......... 110,021 655,165 655,165
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 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)........ 0 Click to see attachment12,992,988 14,500,135
c Investments—corporate bonds (attach schedule)........ 0 Click to see attachment3,252,437 3,213,252
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 16,896,404 Click to see attachment2,650,000 2,761,064
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) 17,025,124 19,550,590 21,129,616
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) Click to see attachment751 Click to see attachment31
23 Total liabilities (add lines 17 through 22).......... 751 31
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 17,024,373 19,550,559
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    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 17,024,373 19,550,559
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 17,025,124 19,550,590
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 17,024,373
2 Enter amount from Part I, line 27a..................... 2 2,580,115
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 19,604,488
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 53,929
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 19,550,559
Form 990-PF (2013)
Form 990-PF (2013)
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 CAPITAL GAINS DIVIDENDS P    
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 24,582,105   21,387,771 3,194,334
b 421     421
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       3,194,334
b       421
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 3,194,755
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))
2012 763,312 18,169,320 0.042011
2011 793,035 17,998,159 0.044062
2010 841,692 16,981,024 0.049567
2009 1,018,195 14,927,066 0.068211
2008 1,135,297 18,138,939 0.062589
2 Total of line 1, column (d) ...................... 2 0.266440
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 0.053288
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 19,766,641
5 Multiply line 4 by line 3....................... 5 1,053,325
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 33,901
7 Add lines 5 and 6......................... 7 1,087,226
8 Enter qualifying distributions from Part XII, line 4.............. 8 739,301
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 (2013)
Form 990-PF (2013)
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 67,803
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 67,803
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 67,803
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 70,006
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 17,500
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 87,506
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 19,703
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet19,703 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletPA
    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 2013 or the taxable year beginning in 2013 (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 addressbulletWWW.NELSONFOUNDATIONPA.ORG
    14
    The books are in care ofbulletALEXANDRA A ALDRIDGE Telephone no.bullet (610) 977-2488
    Located atbullet150 N RADNOR CHESTER RD F200RADNORPA ZIP+4bullet19087
    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 2013, did the foundation have an interest in or a signature or other authority over YesNo
    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 (2013)
    Form 990-PF (2013)
    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
     
    No
    .........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 2013?.............
    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 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    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 2013 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 2013.)....................
    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 2013?
    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 (2013)
    Form 990-PF (2013)
    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
    ALEXANDRA A ALDRIDGE DIRECTOR, PRESIDENT
    35.00     		105,000 3,150 0
    150 N RADNOR CHESTER RD SUITE F200
    RADNOR,PA19087
    FRED C ALDRIDGE DIRECTOR, TREASURER AND FDN CONSULTANT
    4.00     		6,500 0 0
    150 N RADNOR CHESTER RD SUITE F200
    RADNOR,PA19087
    BETH COYNE DIRECTOR, SECRETARY
    1.50     		0 0 0
    150 N RADNOR CHESTER RD SUITE F200
    RADNOR,PA19087
    RICHARD J FLANNERY DIRECTOR, ASSISTANT SECRETARY
    1.50     		0 0 0
    150 N RADNOR CHESTER RD SUITE F200
    RADNOR,PA19087
    FRANCIS D BURKE JR ASSISTANT TREASURER
    1.50     		0 0 0
    150 N RADNOR CHESTER RD SUITE F200
    RADNOR,PA19087
    GLORIA FELDMAN EXECUTIVE ADMINISTRATOR
    35.00     		58,942 5,787 0
    150 N RADNOR CHESTER RD SUITE F200
    RADNOR,PA19087
    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...................bullet 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.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    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.........................bullet0
    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
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    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
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    988,332
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    67,803
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    67,803
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    920,529
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    920,529
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    920,529
    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 ..........
    1a
     
    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
     
    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
     
    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 (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 920,529
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 252,258
    b From 2009....... 280,344
    c From 2010....... 21,114
    d From 2011....... 0
    e From 2012....... 0
    fTotal of lines 3a through e......... 553,716
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 739,301
    a Applied to 2012, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 739,301
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2013. 181,228 181,228
    (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 5 372,488
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		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) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		71,030
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		301,458
    10 Analysis of line 9:
    a Excess from 2009.... 280,344
    b Excess from 2010.... 21,114
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (2013)
    Form 990-PF (2013)
    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 2013, 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) 2013 (b) 2012 (c) 2011 (d) 2010
             
    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).)
    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 or e-mail address of the person to whom applications should be addressed:
    SEE 2B BELOW
    150 N RADNOR CHESTER RD F200
    RADNOR,PA19087
    (610) 975-9169
    bThe form in which applications should be submitted and information and materials they should include:
    THE FOUNDATION USES AN ONLINE GRANT SYSTEM REQUIRING ALL FUNDING REQUESTS AND FOLLOW-UPS TO BE SUBMITTED ONLINE. THE SYSTEM CAN BE ACCESSED BY GOING TO THE APPLYING FOR A GRANT PAGE OF THE FOUNDATION'S WEBSITE (HTTP://WWW.NELSONFOUNDATIONPA.ORG/APPLYING/INDEX.HTML) AND CLICKING ON THE "ENTER APPLICATION AREA". AS OF JANUARY 1, 2013, THE FOUNDATION ADDED A LETTER OF INTENT (LOI) PHASE TO ITS APPLICATION PROCESS. AFTER REVIEW OF THE LOI BY THE FOUNDATION, SELECTED APPLICANTS MAY BE MOVED ON TO THE APPLICATION PHASE.
    cAny submission deadlines:
    LOI DEADLINES ARE JAN 31 AND AUG 31 AND (IF INVITED) APPLICATION DEADLINES ARE MAR 15 AND OCT 15.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    WE FUND 501(C)(3) ORGANIZATIONS THAT EXPAND OPPORTUNITIES FOR CHILDREN AND YOUTH TO BECOME RESPONSIBLE, PRODUCTIVE AND ENGAGED MEMBERS OF THEIR COMMUNITIES BY IMPROVING THEIR ACADEMIC, CHARACTER AND LEADERSHIP DEVELOPMENT. WE FOCUS ON SUPPORTING THE DEVELOPMENT OF THOSE AGES 6 TO 18, BUT SUPPORT IS NOT LIMITED TO THAT AGE GROUP. ORGANIZATIONS OF ALL SIZES ARE WELCOME TO APPLY. HOWEVER, WE BELIEVE THAT IMPACT MAY BE GREATEST SUPPORTING SMALLER ORGANIZATIONS. FUNDING IS RESTRICTED TO CHESTER, DELAWARE, MONTGOMERY AND PHILADELPHIA COUNTIES IN PA. FUNDING MAY INCLUDE GENERAL OPERATING, CAPITAL AND PROGRAM SUPPORT OR SEED FUNDING. WE ARE FOCUSED ON SUPPORTING NON-PROFIT ORGANIZATIONS WHOSE WORK ALIGNS WELL WITH OUR STRATEGIC PRIORITIES TO: FILL GAPS IN LIFE SKILLS EDUCATION AND EXPERIENCES THAT WILL PREPARE FOR SUCCESS IN PERSONAL LIVES, EDUCATION, WORKPLACE AND COMMUNITIES; INVEST IN NEW IDEAS AND NEW RESOURCES; AND PROVIDE FOR UNMET NEEDS THAT HINDER DEVELOPMENT.
    Form 990-PF (2013)
    Form 990-PF (2013)
    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
    AARP EXPERIENCE CORPS PHILADELPHIA
    1709 BENJAMIN FRANKLIN PARKWAY 8TH
    FLOOR
    PHILADELPHIA,PA19103     		NONE PC TUTORING PROGRAM FOR GRADES K-3 6,000
    ACADEMY OF NATURAL SCIENCES
    1900 BENJAMIN FRANKLIN PARKWAY
    PHILADELPHIA,PA191031195     		NONE PC WINS EDUCATION PROGRAM 10,000
    AMERICAN RED CROSS - SEPA
    2221 CHESTNUT STREET
    PHILADELPHIA,PA19103     		NONE PC AFTER-SCHOOL PROGRAM 8,500
    ANCILLAE-ASSUMPTA ACADEMY
    2025 CHURCH ROAD
    WYNCOTE,PA19095     		NONE PC SUMMER ENRICHMENT PROGRAM 5,000
    BOY SCOUTS OF AMERICACHESTER COUNTY COUNCIL
    504 SOUTH CONCORD ROAD
    WEST CHESTER,PA193825261     		NONE PC CITIZENSHIP/LEADERSHIP PROGRAMMING FOR BOYS 7,500
    BOY SCOUTS OF AMERICACRADLE OF LIBERTY COUNCIL
    1485 VALLEY FORGE ROAD
    WAYNE,PA19087     		NONE PC SCOUTREACH 5,000
    BOYS & GIRLS CLUBS OF PHILADELPHIA
    1518 WALNUT ST SUITE 605
    PHILADELPHIA,PA19102     		NONE PC YOUTH LITERACY INITIATIVE 7,500
    BREAKTHROUGH OF GREATER PHILADELPHIA GERMANTOWN FRIENDS SCHOOL
    34 WEST COULTER STREET
    PHILADELPHIA,PA19144     		NONE PC ACADEMIC ENRICHMENT PROGRAM FOR YOUTH 20,000
    CASAYOUTH ADVOCATES
    PO BOX 407
    MEDIA,PA19603     		NONE PC DIRECT ADVOCACY FOR CHILDREN/YOUTH 5,000
    CENTRO NUEVA CREACION
    185 W TIOGA STREET
    PHILADELPHIA,PA19140     		NONE PC AFTER SCHOOL PROGRAM 2,500
    CHARLES A MELTON ARTS & EDUCATION CENTER
    501 EAST MINOR STREET PO BOX 834
    WEST CHESTER,PA19380     		NONE PC AFTER SCHOOL PROGRAM 3,500
    CHESTER COUNTY FUTURES
    704 HAYWOOD DRIVE
    EXTON,PA19341     		NONE PC EDUCATION ENRICHMENT 10,000
    CHILD HOME & COMMUNITY
    204 N WEST STREET 1
    DOYLESTOWN,PA18901     		NONE PC PARENT TRAINING PROGRAM 4,000
    COMMUNITY VOLUNTEERS IN MEDICINE
    300 B LAWRENCE DRIVE
    WEST CHESTER,PA19380     		NONE PC DENTAL CARE FOR LOW-INCOME CHILDREN/YOUTH 5,000
    CRADLES TO CRAYONS
    30 CLIPPER ROAD
    WEST CONSHOHOCKEN,PA19428     		NONE PC AID FOR HOMELESS/LOW-INCOME CHILDREN/YOUTH 5,000
    EPISCOPAL COMMUNITY SERVICES
    225 SOUTH THIRD STREET
    PHILADELPHIA,PA19106     		NONE PC AFTER-SCHOOL PROGRAM 3,500
    FACE TO FACE
    109 EAST PRICE STREET
    PHILADELPHIA,PA19144     		NONE PC AFTER-SCHOOL AND SUMMER PROGRAMS FOR CHILDREN 5,000
    FRIENDS ASSOCIATION FOR CARE AND PROTECTION OF CHILDREN
    113 WEST CHESTNUT STREET
    WEST CHESTER,PA19380     		NONE PC HOUSING AND ASSISTANCE FOR HOMELESS FAMILIES 3,000
    GIRL SCOUTS OF EASTERN PA
    300 MANOR ROAD
    MIQUON,PA19444     		NONE PC FUNDED TROOP PROGRAM 6,000
    HEALTHY NEWSWORKS
    PO BOX 431
    DREXEL HILL,PA19029     		NONE PC LITERACY PROGRAM 3,000
    INN DWELLING
    109 EAST PRICE STREET
    PHILADELPHIA,PA19144     		NONE PC OUT-OF-SCHOOL-TIME PROGRAMS FOR CHILDREN/YOUTH 3,500
    INTER-FAITH HOUSING ALLIANCE OF MONT CO
    31 SOUTH SPRING GARDEN ST
    AMBLER,PA19002     		NONE PC SHELTER PROGRAM 3,000
    KENNETT AFTER-SCHOOL ASSOCIATIONAFTER THE BELL
    PO BOX 1068
    KENNETT SQUARE,PA19348     		NONE PC AFTER-SCHOOL PROGRAM FOR CHILDREN/YOUTH 5,000
    MATERNITY CARE COALITION
    2000 HAMILTON STREET SUITE 205
    PHILADELPHIA,PA19130     		NONE PC HEALTHCARE PROGRAM 2,000
    MONTGOMERY CHILD ADVOCACY PROJECT
    409 CHERRY STREET
    NORRISTOWN,PA19401     		NONE PC DIRECT ADVOCACY FOR CHILDREN/YOUTH 3,500
    NORRIS SQUARE NEIGHBORHOOD PROJECT
    2141 N HOWARD STREET
    PHILADELPHIA,PA19122     		NONE PC OUT-OF-SCHOOL-TIME PROGRAM FOR CHILDREN/YOUTH 3,500
    NORTH PENN VALLEY BOYS & GIRLS CLUB
    16 SUSQUEHANNA AVENUE PO BOX 103
    LANSDALE,PA19446     		NONE PC AFTER SCHOOL PROGRAM 7,000
    ONE HOUSE AT A TIME
    411 SUSQUEHANNA ROAD
    AMBLER,PA19002     		NONE PC BEDS FOR KIDS PROGRAM FOR LOW-INCOME CHILDREN 3,500
    PATHWAYS PA
    310 AMOSLAND ROAD
    HOLMES,PA19043     		NONE PC AFTER-SCHOOL PROGRAM 2,200
    PATRICIAN SOCIETY OF CENTRAL NORRISTOWN
    121 EAST CHESTNUT STREET
    NORRISTOWN,PA19401     		NONE PC SUMMER CAMP FOR CHILDREN 3,000
    PHILADELPHIA ACADEMIES INC
    230 S BROAD STREET SUITE 1300
    PHILADELPHIA,PA19102     		NONE PC ACADEMIC ENRICHMENT FOR YOUTH 5,000
    PHILADELPHIA EDUCATION FUND
    1709 BENJAMIN FRANKLIN PARKWAY
    SUITE 700
    PHILADELPHIA,PA19103     		NONE PC EDUCATION AID FOR HIGH SCHOOL GRADUATES 12,500
    PHILADELPHIA FUTURES
    230 S BROAD STREET 7TH FLOOR
    PHILADELPHIA,PA19102     		NONE PC EDUCATION AID FOR YOUTH 30,000
    PHILADELPHIA READS
    325 CHESTNUT STREET SUITE 903
    PHILADELPHIA,PA19106     		NONE PC LITERACY PROGRAM FOR CHILDREN 6,000
    PHILADELPHIA SCHOOL PARTNERSHIP
    150 S INDEPENDENCE MALL WEST SUITE
    1200
    PHILADELPHIA,PA19106     		NONE PC PROGRAM TO PROVIDE SCHOOL STUDENTS ACCESS TO TOP-QUALITY PHILADELPHIA SCHOOLS 7,500
    PHILADELPHIA STUDENT UNION
    4205 CHESTNUT STREET 2ND FLOOR
    PHILADELPHIA,PA19104     		NONE PC LEADERSHIP/CITIZENSHIP PROGRAM FOR YOUTH 3,000
    PHILADELPHIA WOODEN BOAT FACTORY
    4500 WORTH STREET SUITE L2
    PHILADELPHIA,PA19124     		NONE PC OUT-OF-SCHOOL-TIME PROGRAM FOR YOUTH 4,000
    PHOENIXVILLE AREA POSITIVE ALTERNATIVES
    400 FRANKLIN AVE SUITE 226
    PHOENIXVILLE,PA19460     		NONE PC AFTER SCHOOL PROGRAM 3,000
    POLICE ATHLETIC LEAGUE OF PHILADELPHIA SCHOLARSHIP FOUNDATION
    2524 EAST CLEARFIELD STREET
    PHILADELPHIA,PA19134     		NONE PC COLLEGE AID FOR THE NEEDY 25,000
    PROJECT FORWARD LEAP
    100 N 18TH STREET SUITE 300
    PHILADELPHIA,PA19103     		NONE PC ACADEMIC ENRICHMENT PROGRAM FOR YOUTH 20,000
    PUBLIC CITIZENS FOR CHILDREN AND YOUTH
    1709 BENJAMIN FRANKLIN PARKWAY
    PHILADELPHIA,PA19103     		NONE PC HEALTH OUTREACH PROGRAM 5,000
    REESE STREET COMMUNITY CENTER DBA AYUDA COMMUNITY CENTER
    4400 N MARSHALL STREET
    PHILADELPHIA,PA19140     		NONE PC OUT-OF-SCHOOL TIME PROGRAM 5,000
    RHAWNHURST TURNING POINT
    7812 CASTOR AVENUE FIRST FLOOR
    PHILADELPHIA,PA19152     		NONE PC OUT-OF-SCHOOL TIME PROGRAM 4,000
    RETIRED & SENIOR VOLUNTEER PROGRAM OF MONTGOMERY COUNTY
    925 HARVEST DRIVE SUITE 100
    PHILADELPHIA,PA19422     		NONE PC EDUCATION/MENTORING FOR YOUTH 5,000
    SMITH MEMORIAL PLAYGROUND
    3500 RESERVOIR DRIVE EAST FAIRMOUNT
    PARK
    PHILADELPHIA,PA19121     		NONE PC RECREATION PROGRAM FOR CHILDREN 3,000
    ST AUGUSTINE ACADEMY
    1208 GREEN STREET
    NORRISTOWN,PA19401     		NONE PC AFTER SCHOOL ENRICHMENT PROGRAM 2,500
    STEPPINGSTONE SCHOLARS
    4112 STATION STREET UNIT D
    PHILADELPHIA,PA19127     		NONE PC EDUCATION ACCESS/SUPPORT PROGRAM FOR CHILDREN/YOUTH 15,000
    SUMMER SEARCH
    1528 WALNUT STREET SUITE 1006
    PHILADELPHIA,PA19102     		NONE PC EDUCATION/MENTORING PROGRAM FOR YOUTH 5,000
    SUPPORT CENTER FOR CHILD ADVOCATES
    1900 CHERRY STREET
    PHILADELPHIA,PA19103     		NONE PC PROJECT FOR YOUTH EDUCATIONAL SUCCESS 7,000
    TALLER PUERTORRIQUENO INC
    2721 N 5TH ST
    PHILADELPHIA,PA19133     		NONE PC AFTER SCHOOL AND SUMMER ENRICHMENT 2,500
    TREDYFFRIN & EASTTOWN CARE
    PO BOX 2111
    SOUTHEASTERN,PA19399     		NONE PC COLLEGE ASSISTANCE PROGRAM 3,000
    TRISKELES
    707 EAGLEVIEW BOULEVARD SUITE 105
    EXTON,PA19341     		NONE PC OUT-OF-SCHOOL TIME PROGRAMS FOR AT-RISK TEENS 2,500
    TURNING POINTS FOR CHILDREN
    415 S 15TH STREET
    PHILADELPHIA,PA19146     		NONE PC PARENTING EDUCATION PROGRAM FOR TEEN MOTHERS AND THEIR CHILDREN 2,500
    VNA COMMUNITY SERVICES
    1421 HIGHLAND AVENUE
    ABINGTON,PA190012685     		NONE PC HEALTHCARE/PRE-SCHOOL SCREENING PROGRAM 5,000
    WAGNER FREE INSTITUTE OF SCIENCE
    1700 WEST MONTGOMERY AVENUE
    PHILADELPHIA,PA19121     		NONE PC SCIENCE EDUCATION PROGRAM FOR ELEMENTARY SCHOOL CHILDREN 5,000
    WEST CHESTER AREA DAY CARE CENTER
    501 EAST NIELDS STREET
    WEST CHESTER,PA19382     		NONE PC INFANT/TODDLER PLAYGROUND PROJECT 3,500
    WOMEN'S RESOURCE CENTER OF THE DELAWARE VALLEY
    113 W WAYNE AVENUE PO BOX 596
    WAYNE,PA19087     		NONE PC GIRLS LEADERSHIP PROGRAM 3,000
    YOUTH SERVICE INC
    410 N 34TH STREET
    PHILADELPHIA,PA19104     		NONE PC CRISIS NURSERY PROGRAM 2,500
    NELSON SCHOLARSHIP PROGRAM THE WHARTON SCHOOL UNIVERSITY OF PENNSYLVANIA
    3600 LOCUST WALK
    PHILADELPHIA,PA19104     		NONE PC COLLEGE SCHOLARSHIP PROGRAM 157,956
    CHILDRENS SCHOLARSHIP FUND PHILADELPHIA
    100 SOUTH BROAD STREET SUITE 1200
    PHILADELPHIA,PA19110     		NONE PC EDUCATION AID 10,000
    SQUASHSMARTS INC
    3890 N 10TH STREET
    PHILADELPHIA,PA19140     		NONE PC OUT-OF-SCHOOL TIME ACADEMIC/LITERACY PROGRAM 3,000
    THE GARAGE COMMUNITY AND YOUTH CENTER
    115 S UNION STREET
    KENNETT SQUARE,PA19348     		NONE PC AFTER SCHOOL PROGRAMS 4,000
    Total .................................bullet 3a 533,156
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    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....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 317,071  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 3,194,755  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 3,511,826 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    133,511,826
    (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 (2013)
    Form 990-PF (2013)
    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 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    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 (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Name of Bond End of Year Book Value End of Year Fair Market Value
    ACCT 0594 AGINCOURT CAPITAL MANAGEMENT CORE FIXED INCOME 3,252,437 3,213,252

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ACCT 3797 MUTUAL FUND/ETF MANAGED ACCOUNT 5,296,892 5,825,990
    ACCT 1984 ALGER MANAGEMENT INC. ALL CAP GROWTH 1,229,472 1,446,696
    ACCT 1988 LEE MUNDER CAPITAL GROUP SMALL CAP GROWTH 390,076 423,379
    ACCT 1985 RED GRANITE ADVISORS LG CAP EQUITY GROWTH 1,215,526 1,460,091
    ACCT 1987 MFS INVESTMENT ADVISORS INC. LG CAP VALUE 1,244,370 1,404,388
    ACCT 1989 ELESSAR INVESTMENT MANAGEMENT LLC SMALL CAP VALUE 351,613 415,040
    ACCT 1990 THOMAS WHITE INTERNATIONAL INTERNATIONAL ADR 606,187 671,173
    ACCT 1991 INVESCO INTERNATIONAL GROWTH 562,007 641,799
    ACCT 3796 MUTUAL FUND/ETF MANAGED ACCOUNT 873,936 866,295
    ACCT 1986 CAMBRIAR INVESTORS LLC LARGE CAP VALUE 1,222,909 1,345,284

    TY 2013 InvestmentsOtherSchedule2
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    MCCA ABSOLUTE RETURN FUND LLP AT COST 1,700,000 1,749,752
    MCCA STRATEGIC RETURN FUND LLP AT COST 950,000 1,011,312

    TY 2013 LegalFeesSchedule
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 212 0   212


    TY 2013 OtherDecreasesSchedule
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Description Amount
    BASIS ADJUSTMENTS FOR WASH SALES 14,294
    OTHER BASIS AND TAX/BOOK TIMING ADJUSTMENTS 39,635


    TY 2013 OtherExpensesSchedule
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    POSTAGE 285 0   285
    RECORDS MANAGEMENT 1,768 0   1,768
    COMPUTER/TECHNOLOGY 2,001 0   2,001
    OFFICE SUPPLIES AND EXPENSES 1,142 221   921
    D&O LIABILITY INSURANCE 1,250 250   1,000
    WORKERS COMP INSURANCE 1,105 221   884
    INVESTMENT TRANSACTION FEES 377 377   0
    PROFESSIONAL ASSOCIATION DUES 1,750 0   1,750


    TY 2013 OtherLiabilitiesSchedule
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Description Beginning of Year - Book Value End of Year - Book Value
    PAYROLL WITHHOLDING 751 31


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT ADVISORY FEES 96,257 96,257   0


    TY 2013 TaxesSchedule
    Name:
    GRACE S AND W LINTON NELSON FOUNDATION
    EIN: 22-2583922
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAXES 70,825 0   0
    PAYROLL TAXES 13,071 1,659   11,412
    FOREIGN TAXES W/H 970 970   0