TY 2013 Form 990PF

- TIN:

Form990-PF
Click to see list of attachments

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
GALVESTON FOUNDATION INC

Number and street (or P.O. box number if mail is not delivered to street address)2200 MARKET SUITE 804 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
GALVESTON, TX77550

A Employer identification number

74-6163910

B Telephone number (see instructions)

(409) 762-5913

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

$2,343,517J 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	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	22		22	22
4	Dividends and interest from securities......	32,899		32,899	32,899
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		177,894
b	Gross sales price for all assets on line 6a 987,344
7	Capital gain net income (from Part IV, line 2)...			177,894
8	Net short-term capital gain.........				29,527
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........	210,815		210,815	62,448
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).......		3,675			3,675
c	Other professional fees (attach schedule)....		19,752	19,752
17	Interest...............
18	Taxes (attach schedule) (see instructions)		2,377	616
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......	495				495
22	Printing and publications..........
23	Other expenses (attach schedule).......		300,723			300,723
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	327,022		20,368		304,893
25	Contributions, gifts, grants paid........	0				0
26	Total expenses and disbursements. Add lines 24 and 25	327,022		20,368		304,893
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-116,207
b	Net investment income (if negative, enter -0-)			190,447
c	Adjusted net income (if negative, enter -0-)...				62,448

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...............
	2	Savings and temporary cash investments..........		76,206	54,161	54,161
	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...........		2,428	667	667
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........		958,073	1,127,256	1,412,563
	c	Investments—corporate bonds (attach schedule)........		542,240	532,414	539,796
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		25,009	23,252	23,094
	14	Land, buildings, and equipment: basis 313,236
		Less: accumulated depreciation (attach schedule)		313,236	313,236	313,236
	15	Other assets (describe )		1
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		1,917,193	2,050,986	2,343,517
		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 )			250,000
23		Total liabilities (add lines 17 through 22)..........			250,000
		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		1,917,193	1,800,986
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		1,917,193	1,800,986
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		1,917,193	2,050,986

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	1,917,193
2	Enter amount from Part I, line 27a.....................	2	-116,207
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	1,800,986
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	1,800,986

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	SEE 2013 TAX INFORMATION LETTER PG 25 ATTACHED	P	2013-01-01	2013-12-31
b	SEE 2013 TAX INFORMATION LETTER PG 36 ATTACHED	P	2010-01-01	2013-12-31
c	CAPITAL GAIN DISTRIBUTION FROM U S TRUST	P	2010-01-01	2013-12-31
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	349,286	319,759	29,527
b	613,226	489,691	123,535
c	24,832		24,832
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			29,527
b			123,535
c			24,832
d
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	177,894
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	29,527

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	27,148	1,714,716	0.01583
2011	45,988	1,688,278	0.02724
2010	50,361	1,554,617	0.03239
2009	80,577	1,360,528	0.05923
2008	273,867	1,745,760	0.15688

2	Total of line 1, column (d) ......................	2	0.29157
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	0.05831
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	1,866,700
5	Multiply line 4 by line 3.......................	5	108,853
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,904
7	Add lines 5 and 6.........................	7	110,757
8	Enter qualifying distributions from Part XII, line 4..............	8	304,893
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	1,904
	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	1,904
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	1,904
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	667
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	667
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	20
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	1,257
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax	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?................

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.

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

BANK OF AMERICA TRUST DEPT Telephone no. bullet

(713) 247-6449

Located at bullet

700 LOUISIANA ST 6TH FLOORHOUSTONTX ZIP+4 bullet

770022700

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
EUGENIA H CAMPBELL	VP/TRUSTEE 1.00	0
4520 CADUCEUS GALVESTON,TX77550	VP/TRUSTEE 1.00	0
JOHN H CAMPBELL	Pres/TRUSTEE 4.00	0
1210 HARBOR VIEW DR GALVESTON,TX77550	Pres/TRUSTEE 4.00	0
JOHN KELSO	Trustee 1.00	0
12 CEDAR LAWN DR GALVESTON,TX77551	Trustee 1.00	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	HARRIS GARDEN GROUNDS MAINTENANCE	22,355
2	HARRIS TREE NURSERY FARM	10,606
3	HARRIS GARDENS EXPANSION	250,000
4	BURNETT ELEMENTRY SCHOOL PROJECT	6,800

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

93,335

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

1,904

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

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

1,904

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

91,431

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

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

91,431

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

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

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

91,431

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)

		(a) Corpus	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7				91,431
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......			56,827
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: $ 304,893
a Applied to 2012, but not more than line 2a			56,827
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........		0
d Applied to 2013 distributable amount.....				91,431
e Remaining amount distributed out of corpus		156,635
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		156,635
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 ..........				0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............
8Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......		156,635
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....	156,635

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).)

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

Total ................................. 3a

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	22
4 Dividends and interest from securities....			14	32,899
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 .............					177,894
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aOTHER INVESTMENT INCOME			14
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				32,921	177,894

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

13210,815

(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:	13000170
Software Version:	2013v4.0

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2013 AccountingFeesSchedule

Name:

GALVESTON FOUNDATION INC

EIN: 74-6163910

Software ID:13000170

Software Version:2013v4.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
990-PF PREPARATION	3,675	0	0	3,675

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

GALVESTON FOUNDATION INC

EIN: 74-6163910

Software ID:13000170

Software Version:2013v4.0

Name of Bond	End of Year Book Value	End of Year Fair Market Value
15856.672 COLUMBIA INTERMED BOND FUND	136,582	141,917
5015.045 COLUMBIA SHORT TERM BOND FUND	50,000	49,950
16650.809 PIMCO TOTAL RETURN FUND	175,000	177,997
1046.267 COLUMBIA INCOME OPPORTUNITIES	10,273	10,515
13904.338 CMG ULTRA SHORT TERM BOND FUND	125,000	125,000
232.126 PRUDENTIAL GLOBAL REAL ESTATE	5,000	5,111
11 PUBLIC STORAGE INC COM (REIT)	1,794	1,656
12 SIMON PPTY GROUP INC NEW	1,990	1,826
400 VANGUARD REIT ETF	26,775	25,824

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

GALVESTON FOUNDATION INC

EIN: 74-6163910

Software ID:13000170

Software Version:2013v4.0

Name of Stock	End of Year Book Value	End of Year Fair Market Value
44 AMAZON COM INC	12,970	17,547
129 BRISTOL MYERS SQUIBB CO	5,837	6,856
177 CISCO SYS INC	2,913	3,970
3081.732 COLUMBIA DIVIDEND INCOME FUND	39,316	56,488
9441.218 COLUMBIA SELECT LARGE CAP GROWT	109,201	181,649
48 COMCAST CORP	2,330	2,494
137 EMC CORP	3,449	3,446
15 GOOGLE INC	11,777	16,811
105 HOME DEPOT INC	8,405	8,646
929 ISHARES S&P 500 GROWTH INDEX FUND	70,047	91,739
106 J P MORGAN CHASE & CO	4,095	6,199
36 LINKEDIN CORP	7,238	7,806
47 MCDONALDS CORP	4,549	4,560
118 MERCK & CO INC	5,667	5,906
29 METLIFE INC	809	1,564
211 MICROSOFT CORP	5,397	7,894
56 NATIONAL OILWELL VARCO INC	4,079	4,454
18 OCCIDENTAL PETE CORP DEL	1,543	1,712
256 PFIZER INC	4,344	7,841
99 PHILIP MORRIS INTL INC	7,189	8,626
48 PRECISION CASTPARTS CORP	7,877	12,926
9 PRICELINE COM INC	4,505	10,461
171 QUALCOMM INC	10,558	12,697
51 RAYTHEON CO	2,003	4,626
154 SCHLUMBERGER LTD	11,739	13,877
158 STARBUCKS CORP	8,241	12,386
74 TIME WARNER INC	2,319	5,159
43 TJX COS INC NEW	2,233	2,740
119 US BANCORP DEL	4,468	4,808
61 VISA INC	7,454	13,583
81 VMWARE INC	5,710	7,267
151 WELLS FARGO & CO	3,580	6,855
991.410 COLUMBIA ACORN FUND	26,391	36,999
600.997 COLUMBIA MID CAP GROWTH FUND	15,272	19,028
2610.702 COLUMBIA MID CAP INDEX FUND	28,912	39,265
52 EQUINIX INC	10,304	9,227
1102.770 COLUMBIA SMAL CAP GROWTH I FUND	28,966	36,303
2843.655 COLUMBIA SMALL CAP VALUE FUND	36,686	52,636
753.692 HARBOR INTERNATIONAL FUND	45,000	53,520
31 LYONDELLBASELL INDUSTRIES NV	2,108	2,489
2060.865 THORNBURG INTL VALUE FUND	55,000	66,071
250 ISHARES MSCI EMERGING MKTS INDEX FD	10,650	10,449
2605.843 LAZARD EMERGING MKTS EQUITY	42,162	48,651
81 ABBOTT LABS	2,972	3,105
138 ABBVIE INC	6,116	7,288
54 ACCENTURE PLC CL A COM IRELAND	4,102	4,440
124 ACE LTD SWITZERLAND	11,537	12,838
25 ACE LTD SWITZERLAND	2,331	2,588
70 ALLERGAN INC	6,294	7,776
84 ALTRIA GROUP INC	3,023	3,225
40 AMERICAN ELEC PWR INC	1,882	1,870
55 AMERICAN EXPRESS CO	4,094	4,990
55 AMGEN INC	5,876	6,274
85 AT&T INC	3,051	2,989
48 AUTOMATIC DATA PROCESSING INC	3,485	3,878
11 BLACKROCK INC CL A	3,144	3,481
47 BOEING CO	5,073	6,415
55 CELGENE CORP	7,481	9,293
230 CERNER CORP	11,344	12,820
52 CHEVRON CORP	6,620	6,495
39 CHUBB CORP	3,389	3,769
38 CME GROUP INC	2,806	2,981
47 CONOCOPHILLIPS	3,224	3,321
61 COSTCO WHSL CORP NEW	7,070	7,260
22 DOMINION RES INC VA NEW	1,317	1,423
32 DOVER CORP	2,760	3,089
64 DU PONT E I DE NEMOURS & CO	3,658	4,158
18 DUKE ENERGY CORP NEW COM	1,284	1,242
32 EMERSON ELEC CO	1,929	2,246
86 EXXON MOBIL CORP	8,198	8,703
112 FIFTH THIRD BANCORP	2,174	2,355
54 HONEYWELL INTL INC	4,504	4,934
178 INTEL CORP	4,052	4,620
31 INTERNATIONAL BUSINESS MACHS	6,054	5,815
84 JOHNSON & JOHNSON	7,775	7,694
40 KIMBERLY CLARK CORP	3,925	4,178
64 MACYS INC	3,091	3,418
69 MARSH & MCLENNAN COS INC	2,879	3,337
81 MEAD JOHNSON NUTRITION CO	6,127	6,785
25 NEXTERA ENERGY INC	2,121	2,141
18 PARKER HANNIFIN CORP	1,852	2,316
33 PHILLIPS 66	1,942	2,545
48 PNC FINL SVCS GROUP INC	3,700	3,724
71 PRAXAIR INC	8,313	9,232
30 PRICE T ROWE GROUP INC	2,392	2,513
64 PROCTOR & GAMBLE CO	5,185	5,210
275 SALESFORCE COM INC	11,596	15,177
242 SCHWAB CHARLES CORP NEW	5,256	6,292
20 SEMPRA ENERGY	1,736	1,795
27 SHERWIN WILLIAMS CO	4,683	4,955
432.841 TCW SELECT EQUITIES FUND CL I	10,340	10,938
73 TEXAS INSTRS INC	2,847	3,205
39 UNITED PARCEL SVC INC	3,416	4,098
14 UNITED TECHNOLOGIES CORP	1,472	1,593
28 V F CORP	1,372	1,746
186 VERIZON COMMUNICATIONS INC	9,370	9,140
30 WAL-MART STORES INC	2,355	2,361
40 WASTE MGMT INC DEL	1,694	1,795
56 WHOLE FOODS MKT INC	3,137	3,238
63 ATHENAHEALTH INC	7,057	8,474
110 BIOMARIN PHARMACEUTICAL INC	7,002	7,739
50 CMS ENERGY CORP	1,419	1,339
45 DRIL-QUIP INC	4,914	4,947
147 FASTENAL CO	6,887	6,984
100 ISHARES RUSSELL MID-CAP ETF	14,057	14,998
1503.391 JOHN HANCOCK FDS III DISCIPLINE	25,469	27,272
44 KLA-TENCOR CORP	2,650	2,836
84 OCEANEERING INTL INC	6,631	6,626
66 RPM INTL INC	2,330	2,740
112 SPLUNK INC	5,694	7,691
98 TIFFANY & CO NEW	7,612	9,092
132 VERISK ANALYTICS INC	8,340	8,675
54 WESTAR ENERGY INC	1,827	1,737
31 WISCONSIN ENERGY CORP	1,353	1,282
150 VANGUARD SMALL-CAP ETF	15,519	16,493
174 ARM HLDGS PLC	7,149	9,523
871.992 ARTISAN INTERNATIONAL FUND	25,000	26,578
49 ROYAL DUTCH SHELL PLC SPONSORED ADR	3,353	3,492
205 SILVER WHEATON CORP	4,174	4,139
93 VODAFONE GROUP PLC SPONSORED ADR NEW	3,432	3,656
800 VANGUARD FTSE EMERGING MKTS ETF	32,674	32,912

- TIN:

TY 2013 LandEtcSchedule2

Name:

GALVESTON FOUNDATION INC

EIN: 74-6163910

Software ID:13000170

Software Version:2013v4.0

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
Land	313,236		313,236	313,236

- TIN:

TY 2013 OtherExpensesSchedule

Name:

GALVESTON FOUNDATION INC

EIN: 74-6163910

Software ID:13000170

Software Version:2013v4.0

Description	Revenue and Expenses per Books	Disbursements for Charitable Purposes
BURNET SCHOOL PROJECT	6,800	6,800
HARRIS GARDENS EXPANSION SET-ASIDE	250,000	250,000
HARRIS GARDENS GROUNDS MAINTENENCE	22,355	22,355
HARRIS TREE NURSERY FARM	10,606	10,606
INSURANCE	4,110	4,110
KIPP SCHOOL PROJECT	5,785	5,785
MISCELLANEOUS	201	201
TRINITY SCHOOL PROJECT	866	866

- TIN:

TY 2013 OtherLiabilitiesSchedule

Name:

GALVESTON FOUNDATION INC

EIN: 74-6163910

Software ID:13000170

Software Version:2013v4.0

Description	Beginning of Year - Book Value	End of Year - Book Value
HARRIS GARDEN SET-ASIDE PAYABLE		250,000

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

GALVESTON FOUNDATION INC

EIN: 74-6163910

Software ID:13000170

Software Version:2013v4.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Bank of America Agency Fee	19,752	19,752	0	0

- TIN:

TY 2013 TaxesSchedule

Name:

GALVESTON FOUNDATION INC

EIN: 74-6163910

Software ID:13000170

Software Version:2013v4.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Excise Taxes	1,761
FOREIGN TAXES	616	616