Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018
Name of foundation
Speedwell Foundation
 
Number and street (or P.O. box number if mail is not delivered to street address)2 Gibbes Street
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Charleston, SC29401
A Employer identification number

22-3764378
B Telephone number (see instructions)

(908) 273-8052
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$149,202,424J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 1,234,541 1,234,541 1,234,541
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -1,045,958
b Gross sales price for all assets on line 6a 390,210,875
7 Capital gain net income (from Part IV, line 2)... 7,810,184
8 Net short-term capital gain......... 7,467,022
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 219    
12 Total. Add lines 1 through 11........ 188,802 9,044,725 8,701,563
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 31,907     31,907
b Accounting fees (attach schedule)....... Click to see attachment 2,500   2,500  
c Other professional fees (attach schedule).... Click to see attachment 88,175     88,175
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 22,984 22,984    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 48,062     46,462
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 17,787 12,453   3,216
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 211,415 35,437 2,500 169,760
25 Contributions, gifts, grants paid....... 11,121,962 11,121,962
26 Total expenses and disbursements. Add lines 24 and 25 11,333,377 35,437 2,500 11,291,722
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -11,144,575
b Net investment income (if negative, enter -0-) 9,009,288
c Adjusted net income (if negative, enter -0-)... 8,699,063
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 10,269 899,398 899,398
2 Savings and temporary cash investments......... 3,806,986 25,959,148 25,959,148
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 3,483,223 Click to see attachment5,840,205 5,840,205
c Investments—corporate bonds (attach schedule)....... 17,865,696 Click to see attachment111,503,673 111,503,673
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 132,516,069 Click to see attachment5,000,000 5,000,000
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 157,682,243 149,202,424 149,202,424
Liabilities 17 Accounts payable and accrued expenses.......... 1,545 3,468
18 Grants payable................. 1,050,000 6,820,000
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 1,051,545 6,823,468
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 156,630,698 142,378,956
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)..... 156,630,698 142,378,956
31 Total liabilities and net assets/fund balances (see instructions). 157,682,243 149,202,424
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
156,630,698
2
Enter amount from Part I, line 27a .....................
2
-11,144,575
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
4
4
Add lines 1, 2, and 3 ..........................
4
145,486,127
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
8,107,171
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
137,378,956
Form 990-PF (2018)
Form 990-PF (2018)
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 JP Morgan ST covered losses P 2018-11-11 2018-01-11
b Seimnole Offshore Fund P    
c Seimnole Opportunity Fund P    
d Amerigas Partners LP P 2018-10-02 2018-09-18
e JP Morgan LT covered P 2000-11-11 2018-11-11
JP Morgan ST covered losses P 2018-11-11 2018-11-11
Wash Sale      
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 198,863,834   211,541,146 -12,677,312
b 98,016,582   87,594,878 10,421,704
c 37,757,097   36,997,131 759,966
d 172,786   179,007 -6,221
e 5,625,603   5,282,441 343,162
49,774,973   49,662,230 112,743
      8,856,142
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       -12,677,312
b       10,421,704
c       759,966
d       -6,221
e       343,162
      112,743
       
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 7,810,184
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3 7,467,022
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see 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))
2017 6,807,209 148,346,116 0.04589
2016 5,452,944 138,542,611 0.03936
2015 5,735,956 135,261,518 0.04241
2014 6,051,836 131,587,613 0.04599
2013 4,127,055 104,688,566 0.03942
2
Total of line 1, column (d) .....................
2
0.213065
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.042613
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
153,622,873
5
Multiply line 4 by line 3......................
5
6,546,331
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
90,093
7
Add lines 5 and 6........................
7
6,636,424
8
Enter qualifying distributions from Part XII, line 4,.............
8
11,291,722
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 (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
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 90,093
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 90,093
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 90,093
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 91,600
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 91,600
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 460
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 1,047
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet1,047 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
No
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
     
    No
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bullet
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletMarie Forte Telephone no.bullet (212) 838-6055

    Located atbullet780 Third Avenue 15th FloorNew YorkNY ZIP+4bullet10017
    15
    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
    15
     
    16 At any time during calendar year 2018, 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 the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2018?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    If "Yes," list the years bullet2017, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) Click to see attachment..............
    2b
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet2018, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2018 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 2018.)..................
    3b
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
     
    No
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
    No
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    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
    Mr Michael G Messner Trustee
    5.00     		0    
    2 Gibbes Street
    Charleston,SC294012302
    Mrs Jenny K Messner Trustee
    5.00     		0    
    2 Gibbes Street
    Charleston,SC294012302
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    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  
    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 instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    18,956,631
    b
    Average of monthly cash balances.......................
    1b
    137,005,677
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    155,962,308
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    155,962,308
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    2,339,435
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    153,622,873
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    7,681,144
    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.)
    1
    Minimum investment return from Part X, line 6....................
    1
    7,681,144
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    90,093
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    90,093
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    7,591,051
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    7,591,051
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    7,591,051
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    11,291,722
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    11,291,722
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    90,093
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    11,201,629
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 7,591,051
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 7,255,704
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........  
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 11,291,722
    a Applied to 2017, but not more than line 2a 7,255,704
    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 2018 distributable amount..... 4,036,018
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2018.    
    (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 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		3,555,033
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 10
    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 2018, enter the date of the ruling....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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 foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address 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 (2018)
    Form 990-PF (2018)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AFS USA
    1 Whitehall St
    New York,NY10004     		None PC Speedwell Scholarship Fund 400,570
    Georgia Tech Foundation
    177 North Ave NW
    Atlanta,GA30345     		None PC Scholarshp $60,000Challenge Grant $3,000,000 3,060,000
    Catholic Partnership Schools
    808 Market St
    Camden,NJ08102     		None PC General Op Support 200,000
    Catholic Charities
    35 Groton ST
    Hartford,CT06106     		None PUBLIC Archbishop Annual Appeal 5,000
    Charleston Symphony Orchestra
    572 Savanah Hwy
    Charleston,SC29407     		None PC Director of Education $60,000General Operations $100,000 160,000
    Charleston Area Therapeutic Riding
    PO Box 146
    Johns Island,SC29457     		None PC General Operations 65,000
    Charleston Catholic Schools
    888-A King St
    Charleston,SC29403     		None PC Tuition Grant 35,000
    Charleston Park Conservancy
    PO Box 21000
    Charleston,SC29413     		None PC Conservation - Hampton Park $500,000Other conservancu programs $110,000 560,000
    Cristo Rey Atlanta Jesuit
    680 West Peachtree Street NW
    Atlanta,GA30308     		None PC Education - internship and technology 100,000
    East Cooper Land Trust
    Po Box 2495
    Mt Pleasant,SC29465     		None PC General Operating Support 20,000
    SCOPE
    253 West 35th Street 4th Floor
    New York,NY10018     		None PC General Operating Support 3,000
    Thread
    PO Box 1584
    Baltimore,MD21203     		None PC General Operating Support 10,000
    Baltimore Symphony
    1212 Cathedral St
    Baltimore,MD21201     		None PC Artistic 5,000
    CASA for Children of Essex County
    212 Washington Street
    Newark,NJ07102     		None PC General Operating Support 10,000
    Christ The King Prepartory
    239 Woodside Avenue
    Newark,NJ07104     		None PC General Op Support 25,000
    City Park Alliance
    2121 Ward Court NW Fifth Floor
    Washington,DC20037     		None PC Infrustructure video project 100,000
    Explore Austin
    2121 E Cesar Chavez St
    Austin,TX78702     		None PC Conservation 25,000
    WINGS for Kids
    476 Meeting St Suite E
    Charleston,SC29403     		None PC Education 40,000
    Allegro Charter School Music
    120 Broad Street
    Charleston,SC29401     		None PC Rent $100,000 100,000
    Charleston Moves
    PO Box 21625
    Charleston,SC29413     		None PC General Operating Support 50,000
    LowCountry Lowline
    18 State Street
    Charleston,SC29401     		None PC Conservation 14,637
    Prospect Park Alliance
    95 Propect Park West
    Brooklyn,NY11215     		None PC General Operating Support 57,875
    Ripple Effect
    PO Box 441
    Portland,ME04112     		None PC General Operating Support 10,000
    Lancaster County Conservancy
    117 South West End Ave
    Lancaster,PA17603     		None PC General Operating Support 25,000
    Lowcountry Land Trust
    43 Wentworth St
    Charleston,SC29401     		None PC General Operating Support 20,000
    Sopleto Festival USA
    14 George ST
    Charleston,SC29401     		None PC General Operating Support 20,000
    The Drexel Funds
    333 W Santa Clara St Ste 950
    San Jose,CA95113     		  PC Education - private schools 250,000
    Brooklyn Public Library
    10 Grand Army Plaza
    Brooklyn,NY11238     		  PC General Operating 3,000
    GENaustin
    300 S ih 35 Ste 400
    Austin,TX78704     		  PC General 13,000
    Immigrant Legal Advocacy Project
    PO Box 17917
    Porttland,ME04112     		  PC General 10,000
    International African American Muse
    Po Box 22761
    Charleston,SC29413     		  PC Capital Grant 100,000
    Michael J Fox Foundation
    PO Box 4777
    New York,NY10163     		  PC General 2,000
    Susquehanna Heritage Corp
    1706 Long Level Rd
    Wrightsville,PA17368     		  PC General 5,000
    Spokes Group of Charleston
    3 Warfside ST Ste 3O
    Charleston,SC29401     		None PC Bike Share program 10,000
    United States Naval Academy Foundat
    247 King George ST
    Annapolis,MD21402     		  PC $300K International programs$200K Unrestricted 200,000
    Johns Hopkins Peabody Institute
    1 E Mt Vernon Pl
    Baltimore,MD21202     		  PC Tuned-In Program 10,000
    National Charitable Endowment
    25 Old Kings Highway
    Darien,CT06820     		None PC Donor Advised Fund 5,000,000
    PATH
    340 N Madison Ave
    Los Angeles,CA90004     		None PC General Operations 1,000
    National CASA Association
    100 W Harrison ST Suite 500
    Seattle,WA98119     		None PC General Operations 10,000
    Bushnell Park Foundation
    PO Box 230778
    Hartford,CT06123     		None PC Conservation 5,000
    Jenkins Institute for Children
    3923 Azalea Dr
    North Charleston,SC29405     		None PC General Operations 5,000
    St Vincent Academy
    228 W Market ST
    Newark,NJ07103     		None PC Education 3,400
    Bridgeport Group Foundation
    3783 Meeting ST
    North Charleston,SC29405     		None PC General Operations 2,000
    Rice University Civil Enviro Eng
    6100 Mains ST
    Houston,TX77005     		None PC Scholarship 100,000
    Charleston Jazz
    295 Seven Farms DR Suite C-294
    Charleston,SC29492     		None PC Music 11,480
    Veterans Honor Park of Lancaster Ct
    315 Clay RD
    Litiz,PA17543     		None PC Conservation 25,000
    St Joseph Pro Foundation
    297 Federal ST
    Camden,NJ08105     		None PC General Operations 6,000
    US Chamber of Commerce Fdn
    1615 H Street NW
    Washington,DC20062     		None PC General Operations 135,000
    Colgate University
    13 Oak Drive
    Hamilton,NY13346     		None PC Scholarship - Eric Matt 5,000
    Penn State Unimvesity
    109 Shields Building
    University Park,PA16802     		None PC Scholarship - Shohini Banerjee $5,000Drew Carson $5,000Kaleb Swift $5,000 15,000
    American Chestnut Cooperators Fdn
    2667 Forest Service RD 708
    Newport,VA24128     		None PC General Operations 5,000
    Net Texts Foundation
    2 Gibbs Street
    Charleston,SC29401     		Related Organization POF General Operations 50,000
    Austin AISD
    1111 W Sixth St
    Austin,TX78703     		None PC General Operations 5,000
    Sustainable Food Center
    2921 E 17th ST
    Austin,TX78702     		None PC General Operations 1,000
    Paramount Theatre Alliance
    713 Congress Ave
    Austin,TX78701     		None PC General Operations 8,000
    Friends of the School of Arts
    45 Prince ST
    Rochester,NY14607     		None PC General Operations 5,000
    Total .................................bullet 3a 11,121,962
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		         
    4 Dividends and interest from securities....         1,234,541
    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 ............     		        -1,045,958
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aOlmstead Documentary     		        219
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..     188,802
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    188,802
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID: 18007218
    Software Version: 2018v3.1


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Noke and Heard 2,500 0 2,500 0

    TY 2018 GeneralExplanationAttachment
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Identifier Return Reference Explanation
      General Explanation Supplemental Information for Form 990-PF PAGE 2 - PART II - LINE 2 SAVINGS AND TEMPORARY CASH INVESTMENTSPAGE 8 - PART X - MINIMUM INVESTMENT RETURN CALCULATIONThe foundation agreed to guarantee a mortgage for a charity.The bank requested that the foundation place $1,000,000 on depositwith their bank as an escrow account. As a result this asset was not included in Part X Line 1b and Line 5 Net Value of Noncharitable-use Assets.

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Name of Bond End of Year Book Value End of Year Fair Market Value
    JP Morgan Fixed 111,503,673 111,503,673

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Name of Stock End of Year Book Value End of Year Fair Market Value
    JP Morgan Equities 5,840,205 5,840,205

    TY 2018 InvestmentsOtherSchedule2
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    National Charitable Endowment AT COST 5,000,000 5,000,000
    Simple C AT COST    
    Seminole Offshore Series 2 FMV    
    Seminole Opp Fund Subseries B FMV    

    TY 2018 LegalFeesSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Austen Gowder - legal Allegro 5,580 0 0 5,580
    Austen Gowder - legal Lowline 10,910 0 0 10,910
    Bourne, Noll and Kenyon 4,317 0 0 4,317
    Low Line - legal fees 11,100 0 0 11,100


    TY 2018 OtherDecreasesSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Description Amount
    Federal Excise tax 15,630
    Increase in grant commitments 5,770,000


    TY 2018 OtherExpensesSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Dues - Chamber of Commerce 3,000     3,000
    Investment expense 12,453 12,453    
    Office Expense 822      
    Stationery 216     216
    Technology Inforest Comm 330      
    Technology software 910      
    Travel 56      


    TY 2018 OtherIncomeSchedule2
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Olmstead Documentary 219    


    TY 2018 OtherIncreasesSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Description Amount
    Rounding 4


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AFS - consultant 25,000 0 0 25,000
    Architecture - Allegro 26,667 0 0 26,667
    Architecture - Carolina Voyage Charter S 6,250 0 0 6,250
    Design - LowCountry Lowline 16,612 0 0 16,612
    Development consultant -Allegro 10,000 0 0 10,000
    Jenkins Inst for Children - consultant 3,646 0 0 3,646


    TY 2018 TaxesSchedule
    Name:
    Speedwell Foundation
    EIN:
    22-3764378
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Foreign tax 22,984 22,984