TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

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

Do 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.
bullet

Information 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
SPENCER CHARITABLE FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1001 REDBUD TRAIL Room/suite

City or town, state or province, country, and ZIP or foreign postal code
WEST LAKE HILLS, TX78746

A Employer identification number

74-2900267

B Telephone number (see instructions)

(361) 882-7001

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

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

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

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

$1,808,097J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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)	7,010
2	Check
3	Interest on savings and temporary cash investments	29,262		29,262
4	Dividends and interest from securities......	15,970		15,970
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		101,167
b	Gross sales price for all assets on line 6a 596,027
7	Capital gain net income (from Part IV, line 2)...			101,167
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).......		1,001
12	Total. Add lines 1 through 11........	154,410		146,399
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		7,010	7,010
c	Other professional fees (attach schedule)....		10,342	10,342
17	Interest...............
18	Taxes (attach schedule) (see instructions)		619	619
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	17,971		17,971	0
25	Contributions, gifts, grants paid........	85,000			85,000
26	Total expenses and disbursements. Add lines 24 and 25	102,971		17,971	85,000
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	51,439
b	Net investment income (if negative, enter -0-)			128,428
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
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............		75,105	52,062	52,062
	2	Savings and temporary cash investments..........
	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 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...........		1,077	1,793	1,793
	10a	Investments—U.S. and state government obligations (attach schedule)		248,504	204,923	206,908
	b	Investments—corporate stock (attach schedule)........		661,690	693,443	924,986
	c	Investments—corporate bonds (attach schedule)........		533,422	619,929	622,348
	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 )		200
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		1,519,998	1,572,150	1,808,097
		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 )		2,000	4,000
23		Total liabilities (add lines 17 through 22)..........		2,000	4,000
		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		1,517,998	1,568,150
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		1,517,998	1,568,150
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		1,519,998	1,572,150

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	1,517,998
2	Enter amount from Part I, line 27a.....................	2	51,439
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	1,569,437
5	Decreases not included in line 2 (itemize)	5	1,287
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	1,568,150

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	FROST BROKERAGE - SEE ATTACHED	P	2013-01-01	2013-12-31
b	FROST BROKERAGE - SEE ATTACHED	P	2012-01-01	2013-12-31
c	FROST BROKERAGE - SEE ATTACHED	P	2012-07-13	2013-05-10
d	FROST BROKERAGE - SEE ATTACHED	P	2012-01-01	2013-12-31
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	139,215	122,111	17,104
b	113,283	92,498	20,785
c	50,000	49,963	37
d	293,529	230,288	63,241
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			17,104
b			20,785
c			37
d			63,241
e

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	101,167
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	17,141

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))
2012	74,551	1,706,609	0.043684
2011	74,271	1,502,737	0.049424
2010	69,614	1,522,732	0.045717
2009	80,237	1,507,057	0.053241
2008	43,607	1,638,112	0.026620

2	Total of line 1, column (d) ......................	2	0.218686
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	0.043737
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	1,759,389
5	Multiply line 4 by line 3.......................	5	76,950
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,284
7	Add lines 5 and 6.........................	7	78,234
8	Enter qualifying distributions from Part XII, line 4..............	8	85,000
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)

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	1,284
	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
3	Add lines 1 and 2............................	3	1,284
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	1,284
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	3,077
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	3,077
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	1,793
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax1,793	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 2013 or the taxable year beginning in 2013 (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. Click to see attachment

Yes

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

FANCHER & COMPANY CPAS Telephone no. bullet

(361) 882-7001

Located at bullet

600 LEOPARD STREET SUITE 2000CORPUS CHRISTITX ZIP+4 bullet

78401

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

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)

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 2013?.............

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 2013, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2013?...............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 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.)....................

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 2013?

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 (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
JACK W SPENCER	PRES/DIR 10.00	0	0	0
1001 REDBUD TRAIL AUSTIN,TX78746	PRES/DIR 10.00	0	0	0
DEANNA JUNE SPENCER	VP/DIR 10.00	0	0	0
1001 REDBUD TRAIL AUSTIN,TX78746	VP/DIR 10.00	0	0	0
CHARLOTTE SPENCER STACY	SECY/DIR 5.00	0	0	0
2604 SALERNO PLACE CEDAR PARK,TX78613	SECY/DIR 5.00	0	0	0
ANDREW M SPENCER	TREAS/DIR 5.00	0	0	0
6011 SIERRA ARBOR COURT AUSTIN,TX78759	TREAS/DIR 5.00	0	0	0

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

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 (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	N/A
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...................

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

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

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

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

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

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

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

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

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

87,969

Tax on investment income for 2013 from Part VI, line 5......

1,284

Income tax for 2013. (This does not include the tax from Part VI.)...

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

1,284

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

86,685

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

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

86,685

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

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

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

86,685

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 ..........

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

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

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

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)

Page 8

Part XIII

Undistributed Income (see instructions)

	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7		86,685
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......	83,926
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2013:
a From 2008.......
b From 2009.......
c From 2010.......
d From 2011.......
e From 2012.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2013 from Part
XII, line 4: $ 85,000
a Applied to 2012, but not more than line 2a	83,926
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 2013 distributable amount.....		1,074
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2013.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........		85,611
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 2008 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2009....
b Excess from 2010....
c Excess from 2011....
d Excess from 2012....
e Excess from 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 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) 2013	(b) 2012	(c) 2011	(d) 2010	(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).)

MR MRS JACK SPENCER

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 (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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
AUSTIN CHILDREN'S SHELTER 4800 MANOR ROAD AUSTIN,TX78723	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	2,000
AUSTIN COMMUNITY FUND SEASON FOR CARING PO BOX 50066 AUSTIN,TX78763	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	2,000
BAYLOR UNIVERSITY SPENCER FAMILY SCHOLARSHIP FUND ONE BEAR PLACE WACO,TX76798	NONE	501(C)3	SPENCER FAMILY SCHOLARSHIP FUND	24,000
BAYLOR UNIVERSITY BENNETT SCHOLARSHIP FUND ONE BEAR PLACE WACO,TX76798	NONE	501(C)3	BARNETT SCHOLARSHIP FUND	12,000
CAPITAL AREA FOOD BANK TX 8201 S CONGRESS AVE AUSTIN,TX78745	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	5,000
CRP CHR METRO MINISTRIES 1919 LEOPARD STREET CORPUS CHRISTI,TX78469	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	7,000
HELPING HAND HOME FOR CHILDREN 3804 AVE B AUSTIN,TX78751	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	6,000
THE BRIDGE BREAST NETWORK 3600 GASTON AVE STE 401 DALLAS,TX75246	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	5,000
THE SAFE PLACE PO BOX 19454 AUSTIN,TX78760	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	5,000
THE SALVATION ARMY 501 E 8TH STREET AUSTIN,TX78701	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	5,000
WOUNDED WARRIOR PROJECT 11672 SILICON DR STE 105 SAN ANTONIO,TX78249	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	5,000
TEXAS LIONS CAMP PO BOX 290247 KERVILLE,TX78029			CAMPING-CHILDREN W MEDICAL CONDITN	2,000
FAMILY ELDERCARE 1700 RUTHERFORD LANE AUSTIN,TX78754	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	2,000
GREAT HILLS BAPTIST CHURCH 10500 JOLLYVILLE ROAD AUSTIN,TX78759	NONE	501(C)3	FOR OPERATING CHARITABLE ACTIVITIES	1,000
MEALS ON WHEELS 3227 EAST 5TH STREET AUSTIN,TX78702	NONE	501(C)(3)	FOR OPERATING CHARITABLE ACTIVITIES	2,000
Total ................................. 3a				85,000

bApproved for future payment

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

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	(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....
3 Interest on savings and temporary cash investments ............			14	29,262
4 Dividends and interest from securities....			14	15,970
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 .............					101,167
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aCAPITAL GAIN DISTRIBUTIONS			14	474
bOTHER INCOME			1	527
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				46,233	101,167

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

13147,400

(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.)

Form 990-PF (2013)

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

Yes

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 (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

SPENCER CHARITABLE FOUNDATION

Employer identification number

74-2900267

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization SPENCER CHARITABLE FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	MR MRS JACK SPENCER 1001 REDBUD TRAIL AUSTIN, TX78746	$7,010	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization SPENCER CHARITABLE FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
SPENCER CHARITABLE FOUNDATION

Employer identification number

74-2900267

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2013 AccountingFeesSchedule

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	942	942
TAX PREPARATION FEES	6,068	6,068

- TIN:

TY 2013 CompensationExplanation

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Person Name	Explanation
JACK W SPENCER
DEANNA JUNE SPENCER
CHARLOTTE SPENCER STACY
ANDREW M SPENCER

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Name of Bond	End of Year Book Value	End of Year Fair Market Value
COCA COLA COMPANY	60,613	56,930
GENENTECH INCORPORATED	54,255	53,175
HONEYWELL INTERNATIONAL INC	59,571	56,182
IBM CORPORATION	60,841	57,415
JOHN DEERE CAPITAL CORPORATION	61,397	58,063
JP MORGAN CHASE & COMPANY	48,443	51,499
MAINSTAY CONVERTIBLE FUND	26,936	29,415
MORGAN STANLEY SERIES MTN	64,140	74,382
PEPSICO INCORPORATED	30,449	30,824
PHIZER INCORPORATED 4.5%	40,197	40,190
SHERWIN WILLIAMS COMPANY	70,952	71,683
WELLS FARGO & COMPANY	42,135	42,590

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABORATORIES	5,879	6,861
ACCENTURE PLC CLASS A
ADOBE SYSTEMS INC.
ABBVIE INC	4,978	7,129
ALLERGAN INC
AMAZON.COM INC	1,773	5,184
AMC NETWORKS INC	3,636	3,746
AMERICAN INTL GROUP INC	8,471	11,027
ANADARKO PETROLEUM CORP	2,880	3,569
APPLE INC	12,447	23,002
AQUA AMERICA INC
BAXTER INT'L INC.	13,286	14,049
BB&T CORP COM
BCE INC COM
BHP BILLITON LTD
BIOGEN IDEC INC	3,793	7,828
BLACKROCK INC COM	2,588	4,431
BOEING CO	4,585	8,326
BORGWARNER INC	1,307	4,473
BRISTOL-MEYERS SQUIBB	3,792	4,784
BROADRIDGE FINANCIAL SOLUTIONS	4,563	7,627
CAMBIAR SMALL CAP FUND INSTL
CAMERON INTERNATIONAL CORP COM	2,217	2,679
CANADIAN PACIFIC RAILWAY	3,767	4,540
CAPITAL ONE FINANCIAL CORP	7,743	9,346
CARDINAL HEALTH INC COM
CAUSEWAY INTERNATIONAL VALUE	50,000	51,464
CELGENE CORP COM	2,439	7,097
CEPHEID INC.
CHART INDS INC
CHEVRON CORPORATION	3,890	6,246
CHIPOTLE MEXICAN GRILL	2,349	4,262
CINEMARK HOLDINGS INC COM	2,715	4,166
CISCO SYSTEM INC	7,375	8,479
CITRIX SYSTEMS INC.
CME GROUP INC.
COACH INC	6,534	6,848
COBALT INT'L ENERGY	3,760	1,974
COCA COLA
COGNIZANT TECH SOLUTIONS	2,404	14,036
CORNING INC	8,047	11,209
COSTCO WHOLESALE CORP NEW	3,784	6,546
COVIDIEN PLC	4,976	7,014
CUMMINS INC	1,725	5,639
CVS CAREMARK CORP	3,638	5,726
D R HORTON
DEERE & CO	3,494	3,653
DIRECTV COM CLASS A
DISCOVERY COMMUNICATIONS INC	5,051	5,425
DISNEY (WALT) COMPANY HOLDING	7,437	9,703
DOLLAR GENERAL CORP COM
EAST WEST BANCORP INC COM
EATON CORP PLC	8,026	9,287
EBAY INCORPORATED	4,332	5,761
EDWARDS LIFESCIENCES CORP COM
ELI LILY & CO.
EMC CORP MASSACHUSETTS	4,327	8,853
ENSCO PLC CL A	7,716	7,776
EOG RESOURCES INC COM	2,670	4,196
ERICSSON AMERICAN DEPOSITARY SHS	7,313	7,503
FACEBOOK INC	3,846	5,465
FEDEX CORP COM	2,707	4,313
FIRST NIAGARA FINL GROUP	2,918	3,770
FRESH MARKET INC
FS NETWORKS INC
GATEWAY FUND CL Y	20,000	20,273
GENERAL ELECTRIC CO.
GILEAD SCIENCES INC	3,327	8,712
GOLDMAN SACHS GROUP INC COM
GOOGLE INCORPORATED CLASS A	7,255	12,328
HOME DEPOT INC	5,279	5,764
HONEYWELL INT'L, INC.	3,211	4,112
HSBC HOLDINGS PLC	7,205	7,277
HUNTINGTON BANCSHARES
ILLUMINA INC	1,663	4,424
INVESCO DEV MARKETS FUND INSTL	39,798	42,394
INVESCO LTD	3,713	6,661
ISHARES COHEN & STEERS REALTY	25,875	44,160
JP MORGAN CHASE & CO.	7,515	9,942
KRAFT FOODS INC CLASS A	4,449	5,283
KROGER CO.
LAM RESEARCH CORPORATION	4,092	4,356
LAZARD INTL EQTY PORT	50,000	52,193
LAZARD LTD CL	4,695	6,798
LINCOLN ELECTRIC HOLDINGS INC
LOWES COS INC	6,297	8,126
MAINSTAY CONVERTIBLE FUND I
MASTERCARD INC CL A	1,042	5,013
MCDONALDS CORP
MEAD JOHNSON NUTRITION CO COM CL A
MERCK & CO INC
METLIFE INC	4,200	5,931
MICHAEL KORS HLDGS, LTD	3,052	5,683
MICROSOFT CORP WASHINGTON
MONDELEZ INTL INC
MONSANTO CO. NEW	3,911	5,827
MOODYS CORP	3,857	6,278
MOTOROLA SOLUTIONS INC
MURPHY OIL CORPORATION
NIELSON HOLDINGS	4,259	5,874
NORDSTROM INC COM
NORFOLK SOUTHERN CORP
NOVARTIS AG ADR	6,033	7,556
OCCIDENTAL PETROLEUM CORP.
ORACLE CORPORATION
PANERA BREAD CO. CL A	3,099	3,534
PHILIP MORRIS INT'L INC	8,443	12,547
PNC FINANCIAL SERVICES GROUP
POTASH CORP SASK INC COM
PRAXAIR INC COM	2,697	4,551
PRICELINE.COM INC	1,077	8,137
QUALCOMM INC	5,708	8,390
RIO TINTO PLC SPON ADR	8,658	9,254
ROCKWELL AUTOMATION INC COM
SAP AG SPONSORED ADR	3,052	3,921
SCHLUMBERGER LIMITED	2,052	4,686
SEADRILL LTD
STARBUCKS CORP	1,512	9,955
STRYKER CORP	5,706	6,687
SUNCOR ENERGY INC	5,023	5,082
T ROWE PRICE INTL DISCOVERY FD	17,886	28,153
TERADATA CORP
THORNBURG INTERNATIONAL VALUE FD I
TIME WARNER CABLE INC
TOTAL SA SPONSORED ADR	8,127	9,497
TWENTY-FIRST CENTURY FOX	5,075	5,627
TYCO INTERNATIONAL LTD	5,170	5,746
ULTA SALON COSMETICS & FRAG
UNION PACIFIC CORP	3,595	9,408
VAN ECK GLOBAL HARD ASSETS	40,520	41,441
VANGUARD SMALL-CAP GROWTH	28,550	40,153
VERIZON COMMUNICATIONS COM	3,693	3,685
VERTEX PHARMACEUTICALS INC	3,689	3,343
VIRTUS SMALL-CAP CORE FD	40,000	41,925
VISA INC CL A	4,995	13,583
VMWARE INC
VODAFONE GROUP PLC
WASTE CONNECTIONS INC	3,743	4,581
WALGREEN CO.
WELLS FARGO & CO NEW COM	5,506	7,037
ZOETIS INC	3,961	4,086

- TIN:

TY 2013 InvestmentsGovtObligationsSch

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

US Government Securities - End of Year Book Value:

97,220

US Government Securities - End of Year Fair Market Value:

102,628

State & Local Government Securities - End of Year Book Value:

107,703

State & Local Government Securities - End of Year Fair Market Value:

104,280

- TIN:

TY 2013 OtherAssetsSchedule

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
INTEREST RECEIVABLE	200

- TIN:

TY 2013 OtherDecreasesSchedule

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Description	Amount
CURRENT YEAR FEDERAL TAX	1,284
ROUNDING	3

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
CAPITAL GAIN DISTRIBUTIONS	474
OTHER INCOME	527

- TIN:

TY 2013 OtherLiabilitiesSchedule

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Description	Beginning of Year - Book Value	End of Year - Book Value
FEDERAL INCOME TAX PAYABLE	2,000	4,000

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FINANCIAL MANAGEMENT FEE	10,342	10,342

- TIN:

TY 2013 SubstantialContributorsSch

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Name	Address
MR MRS JACK SPENCER	1001 REDBUD TRAIL AUSTIN,TX78746

- TIN:

TY 2013 TaxesSchedule

Name:

SPENCER CHARITABLE FOUNDATION

EIN: 74-2900267

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAXES	619	619