Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
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 11-01-2018 , and ending 10-31-2019
Name of foundation
HAROLD AND GRACE UPJOHN FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)300 S WESTNEDGE AVE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
KALAMAZOO, MI49007
A Employer identification number

38-6052963
B Telephone number (see instructions)

(269) 385-0439
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$20,713,475J 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) 43,556
2 Check bullet.............
3 Interest on savings and temporary cash investments 185 185  
4 Dividends and interest from securities... 451,584 451,584  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 411,619
b Gross sales price for all assets on line 6a 1,882,826
7 Capital gain net income (from Part IV, line 2)... 411,619
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 906,944 863,388  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 9,500 1,900   7,600
c Other professional fees (attach schedule).... Click to see attachment 71,565 71,565   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 18,800 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications.......... 10 0   10
23 Other expenses (attach schedule)....... Click to see attachment 25,973 0   25,973
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 125,848 73,465   33,583
25 Contributions, gifts, grants paid....... 1,120,300 1,120,300
26 Total expenses and disbursements. Add lines 24 and 25 1,246,148 73,465   1,153,883
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -339,204
b Net investment income (if negative, enter -0-) 789,923
c Adjusted net income (if negative, enter -0-)...  
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............. 108,736 75,193 75,193
2 Savings and temporary cash investments......... 50,048 75,327 75,327
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) 25,000 0 0
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans............. 88,484 83,216 83,216
13 Investments—other (attach schedule).......... 18,438,535 Click to see attachment18,137,863 20,479,739
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) 18,710,803 18,371,599 20,713,475
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
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.................. 18,710,803 18,371,599
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)..... 18,710,803 18,371,599
31 Total liabilities and net assets/fund balances (see instructions). 18,710,803 18,371,599
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
18,710,803
2
Enter amount from Part I, line 27a .....................
2
-339,204
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
18,371,599
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
18,371,599
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 PUBLICLY TRADED SECURITIES      
b LONG-TERM CAPITAL GAIN DIVIDENDS      
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 1,624,700   1,471,207 153,493
b 258,126     258,126
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       153,493
b       258,126
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 411,619
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see 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 1,142,589 21,445,400 0.053279
2016 1,149,299 20,583,656 0.055836
2015 1,127,140 19,742,278 0.057093
2014 1,095,180 20,402,407 0.053679
2013 1,080,417 20,154,546 0.053607
2
Total of line 1, column (d) .....................
2
0.273494
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
0.054699
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
20,266,474
5
Multiply line 4 by line 3......................
5
1,108,556
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
7,899
7
Add lines 5 and 6........................
7
1,116,455
8
Enter qualifying distributions from Part XII, line 4,.............
8
1,153,883
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 7,899
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 7,899
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 7,899
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 18,800
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 18,800
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
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 10,901
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet8,000 RefundedBullet 11 2,901
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$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMI
    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 addressbulletWWW.HAROLDANDGRACEUPJOHNFOUNDATION.ORG
    14
    The books are in care ofbulletDON EDGERLY Telephone no.bullet (269) 385-0439

    Located atbullet300 S WESTNEDGE AVEKALAMAZOOMI ZIP+4bullet49007
    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
     
     
    ........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 bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 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
     
     
    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
     
     
    .........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
     
     
    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
    FLORENCE U OROSZ PRESIDENT
    2.00     		0 0 0
    300 S WESTNEDGE AVENUE
    KALAMAZOO,MI49007
    RANDALL W EBERTS VICE PRESIDENT
    2.00     		0 0 0
    300 S WESTNEDGE AVENUE
    KALAMAZOO,MI49007
    DON EDGERLY SECRETARY/TREASURER
    2.00     		0 0 0
    300 S WESTNEDGE AVENUE
    KALAMAZOO,MI49007
    CHRISTOPHER T HAENICKE TRUSTEE
    2.00     		0 0 0
    300 S WESTNEDGE AVENUE
    KALAMAZOO,MI49007
    VON WASHINGTON JR TRUSTEE
    2.00     		0 0 0
    300 S WESTNEDGE AVENUE
    KALAMAZOO,MI49007
    LISA RODRIGUEZ TRUSTEE
    2.00     		0 0 0
    300 S WESTNEDGE AVENUE
    KALAMAZOO,MI49007
    JAMES LIGGINS JR TRUSTEE
    2.00     		0 0 0
    300 S WESTNEDGE AVENUE
    KALAMAZOO,MI49007
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    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
    MERION CAPITAL LLC INVESTMENT MANAGEMENT 71,565
    3020 BRANDYWINE ROAD
    KALAMAZOO,MI49008
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    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.........................bullet0
    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
    20,426,956
    b
    Average of monthly cash balances.......................
    1b
    148,145
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    20,575,101
    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
    0
    3
    Subtract line 2 from line 1d.........................
    3
    20,575,101
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    308,627
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    20,266,474
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,013,324
    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
    1,013,324
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    7,899
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    7,899
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,005,425
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,005,425
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,005,425
    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
    1,153,883
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    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
    1,153,883
    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
    7,899
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,145,984
    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 1,005,425
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013...... 115,544
    b From 2014...... 99,404
    c From 2015...... 314,334
    d From 2016...... 136,028
    e From 2017...... 88,986
    fTotal of lines 3a through e........ 754,296
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 1,153,883
    a Applied to 2017, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 1,005,425
    e Remaining amount distributed out of corpus 148,458
    5 Excess distributions carryover applied to 2018. 0 0
    (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 5 902,754
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		0
    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) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		115,544
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		787,210
    10 Analysis of line 9:
    a Excess from 2014.... 99,404
    b Excess from 2015.... 314,334
    c Excess from 2016.... 136,028
    d Excess from 2017.... 88,986
    e Excess from 2018.... 148,458
    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 e-mail address of the person to whom applications should be addressed:
    MR DON EDGERLY HAROLD AND GRACE UPJ
    300 S WESTNEDGE AVENUE
    KALAMAZOO,MI49007
    (269) 385-0439
    bThe form in which applications should be submitted and information and materials they should include:
    GRANT APPLICATION AVAILABLE AT ADDRESS LISTED IN ITEM 2A
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    BOARD REVIEWS GRANT APPLICATIONS
    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
    AACORN COMMUNITY
    6409 SOUTH 34TH STREET
    KALAMAZOO,MI49009     		  PC CONSTRUCTION COSTS OF THE PROGRAM BLDG 20,000
    AACORN FARM INC
    6409 SOUTH 34TH STREET
    KALAMAZOO,MI49048     		  PC SUPPORTING THE OPERATION FUNDS FOR THE PROGRAM 15,000
    AMERICAN CANCER SOCIETY
    20450 CIVIC CENTER DRIVE
    SOUTHFIELD,MI48076     		  PC SUPPORTING TRANSPORTATION AND LODGING FOR PATIENTS 15,000
    ARTS COUNCIL OF GREATER KALAMAZOO
    359 S KALAMAZOO MALL STE 203
    KALAMAZOO,MI49007     		  PC ON THE GROUND' PROJECT FOR 2019 10,000
    BACH FESTIVAL SOCIETY OF KALAMAZOO
    1200 ACADEMY STREET
    KALAMAZOO,MI49006     		  PC 2018-2019 SEASON PROGRAM 5,000
    BALLET ARTS ENSEMBLE
    2018 RAMBLING ROAD
    KALAMAZOO,MI49008     		  PC SUPPORTING THE TOTAL PRODUCTION EXPENSES OF SPRING CONCERT 2020 4,000
    BIG BROTHERS BIG SISTERS
    3501 COVINGTON ROAD
    KALAMAZOO,MI49001     		  PC ONE TO ONE MENTORING 15,000
    BLACK ARTS AND CULTURAL CENTER
    359 S KALAMAZOO MALL STE 202
    KALAMAZOO,MI49007     		  PC GENERAL OPERATIONS 15,000
    BOY SCOUTS OF AMERICA
    3497 S 9TH STREET
    KALAMAZOO,MI49009     		  PC HEROES PROGRAM 7,500
    BOYS & GIRLS CLUB OF GREATER KALAMAZOO
    915 LAKE STREET
    KALAMAZOO,MI49001     		  PC OPERATIONAL FUNDING 25,000
    BRONSON HEALTH FOUNDATION
    301 JOHN STREET BOX C
    KALAMAZOO,MI49007     		  PC PROGRAM 'FUSE' 20,000
    BUILDING BLOCKS OF KALAMAZOO
    1219 S PARK STREET
    KALAMAZOO,MI49007     		  PC SUPPORTING THE GENERAL OPERATING FUND 10,000
    CAN-DO KITCHEN
    3501 LAKE STREET
    KALAMAZOO,MI49048     		  PC SUPPORTING THE ACCESSIBILITY AND GROWTH GOALS 7,500
    CARES
    629 PIONEER STREET
    KALAMAZOO,MI49008     		  PC PREVENTION PROGRAM 7,500
    CHRISTIAN GLOBAL MEDICAL HEALTHCARE
    451 WEST MILHAM AVENUE
    PORTAGE,MI49024     		  PC BARRIER FREE INCLUSIVE HEALTHCARE PROGRAM 15,000
    COLLEAGUES INTERNATIONAL
    225 W WALNUT STE 209
    KALAMAZOO,MI49007     		  PC SUPPORTING PAID INTERNSHIPS TO YOUNG PASSIONATE, ENGAGED AND EXCHANGE INTO INTERNATIONAL DEVELOPMENT 3,500
    COMMUNITIES IN SCHOOLS OF KALAMAZOO
    125 W EXCHANGE PLACE
    KALAMAZOO,MI49007     		  PC SUPPORTING THE OPERATIONAL FUND 20,000
    COMMUNITY HEALING CENTERS
    2615 STADIUM DRIVE
    KALAMAZOO,MI49008     		  PC SUPPORTING THE COMING TOGETHER 2019 EVENT 3,500
    COMMUNITY HOMEWORKS
    810 BRYANT STREET
    KALAMAZOO,MI49001     		  PC OPERATIONAL SUPPORT 10,000
    CONSTANCE BROWN HEARING CENTERS
    1634 GULL ROAD SUITE 201
    KALAMAZOO,MI49048     		  PC SUPPORTING HEARING HEALTHCARE FOR LOW-INCOME INDIVIDUALS 15,000
    CRESCENDO ACADEMY OF MUSIC
    359 S KALAMAZOO MALL STE 12
    KALAMAZOO,MI49007     		  PC MARVELOUS MUSIC PROGRAM 15,000
    CRESCENDO ACADEMY OF MUSIC
    359 S KALAMAZOO MALL STE 12
    KALAMAZOO,MI49007     		  PC SUPPORTING THE CRESCENDO COMMUNITY VOICES PROGRAM 3,000
    DISABILITY NETWORK SOUTHWEST MICHIGAN
    517 E CROSSTOWN PARKWAY
    KALAMAZOO,MI49001     		  PC INDEPENDENT LIVING PROGRAM 5,000
    DOUGLASS COMMUNITY ASSOCIATION
    1000 WEST PATERSON
    KALAMAZOO,MI49007     		  PC OPERATIONAL FUNDING 25,000
    EASTSIDE YOUTH STRONG
    PO BOX 50227
    KALAMAZOO,MI49005     		  PC SUPPORTING THE GENERAL OPERATION FUND 20,000
    FAMILY & CHILDRENS SERVICES INC
    1608 LAKE STREET
    KALAMAZOO,MI49001     		  PC OPERATIONAL FUNDING 30,000
    FARMERS ALLEY THEATRE
    221 FARMERS ALLEY
    KALAMAZOO,MI49007     		  PC 2019-20 SEASON 10,000
    FATHERS AGAINST DISTRACTED DRIVING INC
    6544 CYPRESS STREET
    PORTAGE,MI49024     		  PC EXPAND ACTIVITIES TO INCLUDE MORE SCHOOLS-BRING AWARENESS TO DISTRACTED DRIVERS 5,000
    FIRE HISTORICAL AND CULTURAL ARTS COLLABORATIVE
    1249 PORTAGE STREET
    KALAMAZOO,MI49001     		  PC SUPPORTING THE OPERATION EXPENSES 5,000
    FIRST DAY SHOE FUND
    5416 MEREDITH STREET
    PORTAGE,MI49002     		  PC SUPPORTING OPERATION COSTS THROUGH THE END OF 2020 15,000
    FONTANA CHAMBER ARTS
    359 S KALAMAZOO MALL STE 200
    KALAMAZOO,MI49007     		  PC SUPPORTING OF OUTREACH PROGRAMS & 2019-2020 CONCERT SEASON 10,000
    GFM THE SYNERGY CENTERURBANZONE
    625 HARRISON
    KALAMAZOO,MI49009     		  PC OUT OF SCHOOL AND STEAM PROGRAMS 15,000
    GIRL SCOUTS HEART OF MICHIGAN
    601 W MAPLE STREET
    KALAMAZOO,MI49008     		  PC CAMP SCHOLARSHIPS 10,000
    GLASS ART KALAMAZOO
    326 WEST KALAMAZOO AVENUE SUITE 100
    KALAMAZOO,MI49007     		  PC OPERATIONAL FUNDING 7,500
    GOODWILL OF SOUTHWESTERN MICHIGAN
    420 E ALCOTT STREET
    KALAMAZOO,MI49001     		  PC SUPPORTING THE ADULT EDUCATION AND TRAINING PROGRAM 20,000
    GREAT LAKES ACOUSTIC MUSIC ASSOCIATION
    PO BOX 50781
    KALAMAZOO,MI49005     		  PC FALL CONCERT/WORKSHOP EVENT 1,500
    GRYPHON PLACE
    3245 SOUTH 8TH STREET
    KALAMAZOO,MI49009     		  PC MESSAGES OF HOPE' PROGRAM 5,000
    HELEN L FOX GOSPEL MUSIC CENTER
    1000 W PATERSON STREET
    KALAMAZOO,MI49007     		  PC OPERATIONAL FUNDING 15,000
    HERITAGE COMMUNITY OF KALAMAZOO
    2400 PORTAGE STREET
    KALAMAZOO,MI49001     		  PC CAPITAL CAMPAIGN FOR MEMORY CARE LEARNING CTR 15,000
    HOUSING RESOURCES INC
    420 E ALCOTT STREET STE 200
    KALAMAZOO,MI49001     		  PC SUPPORTING OPERATING EXPENSES 22,500
    INNER-CITY YOUTH FOR CHANGE
    PO BOX 19223
    KALAMAZOO,MI49019     		  PC OPERATIONS FUNDING 11,500
    INTERACT OF MICHIGAN INC
    610 S BURDICK STREET
    KALAMAZOO,MI49007     		  PC SUPPORTING OPERATING EXPENSE 2019-2020 YEAR 1 OF A 3 YEAR PLAN 10,000
    IRVING S GILMORE FOUNDATION
    359 S KALAMAZOO MALL SUITE 101
    KALAMAZOO,MI49007     		  PC SUPPORTING THE NEWLY RESTRUCTED GILMORE FESTIVAL FELLOWSHIP 15,000
    ISAAC
    247 W LOVELL STREET
    KALAMAZOO,MI49007     		  PC SUPPORTING THE COMMUNITY WORK PROGRAMS 9,000
    JULIUS & ESTHER STULBERG STRING COMPETITION INC
    359 S KALAMAZOO MALL STE 14
    KALAMAZOO,MI49007     		  PC SUPPORTING THE MUSIC EDUCATION PROGRAMS 45TH ANNIVERSARY SEASON 5,000
    JUNIOR ACHIEVEMENT OF MICHIGAN GREAT LAKES
    2775 W DICKMAN ROAD STE C
    BATTLE CREEK,MI49037     		  PC FINANCIAL EMPOWERMENT PROGRAMS IN KALAMAZOO 7,000
    KAIROS DWELLING
    2945 GULL ROAD
    KALAMAZOO,MI49048     		  PC SUPPORTING THE 2020 OPERATIONAL EXPENSES 20,000
    KALAMAZOO BOOK ARTS CENTER
    326 W KALAMAZOO AVE STE 103A
    KALAMAZOO,MI49007     		  PC YOUTH EDUCATION AND INTERNSHIP PROGRAMS 7,500
    KALAMAZOO CIVIC THEATRE
    329 S PARK STREET
    KALAMAZOO,MI49008     		  PC SUPPORTING OPERATING EXPENSE 2019-2020 SEASON 10,000
    KALAMAZOO COLLEGE
    1200 ACADEMY STREET
    KALAMAZOO,MI49006     		  PC CAPITAL IMPROVEMENTS TO STETSON CHAPEL 15,000
    KALAMAZOO COUNTY DEFENDER INC
    277 SOUTH ROSE STREET STE 5000
    KALAMAZOO,MI49007     		  PC EXPLORATORY PROGRAM 3,800
    KALAMAZOO COUNTY READY 4S
    259 E MICHIGAN AVENUE STE 409
    KALAMAZOO,MI49007     		  PC TUITION ASSISTANCE AND PARTNERSHIP WITH COMMUNITY ORGANIZATIONS 25,000
    KALAMAZOO DROP-IN CHILD CARE CENTER
    345 W MICHIGAN AVENUE
    KALAMAZOO,MI49007     		  PC SUPPORTING OPERATIONAL COSTS 8,500
    KALAMAZOO IN BLOOM INC
    PO BOX 20178
    KALAMAZOO,MI49019     		  PC ANNUAL PLANTING EXPENSES 5,000
    KALAMAZOO INSTITUTE OF ARTS
    314 S PARK STREET
    KALAMAZOO,MI49007     		  PC YOUTH AND FAMILY PROGRAMMING 20,000
    KALAMAZOO JUNIOR GIRLS ORGANIZATION
    1114 WEST PATERSON STREET
    KALAMAZOO,MI49007     		  PC MAJOR PROGRAMMING/PROJECTS ALONG WITH CAMP 10,000
    KALAMAZOO JUNIOR SYMPHONY ORCHESTRAS
    714 S WESTNEDGE
    KALAMAZOO,MI49007     		  PC COMPREHENSIVE EARLY ORCHESTRAL TRAINING PROGRAM 8,000
    KALAMAZOO JUVENILE HOME FOUNDATION
    1424 GULL ROAD
    KALAMAZOO,MI49048     		  PC TREATMENT SERVICES 8,500
    KALAMAZOO LITERACY COUNCIL
    420 E ALCOTT STE 400
    KALAMAZOO,MI49001     		  PC OPERATIONAL AND PROGRAM FUNDING 15,000
    KALAMAZOO LOAVES & FISHES
    901 PORTGAGE STREET
    KALAMAZOO,MI49001     		  PC SUPPORTING THE FOOD ASSISTANCE PROGRAM OF 2019-2020 30,000
    KALAMAZOO NEIGHBORHOOD HOUSING SERVICES
    1219 S PARK STREET
    KALAMAZOO,MI49001     		  PC SUPPORTING THE HOMEOWNERSHIP CENTER PROGRAM 20,000
    KALAMAZOO POETRY FESTIVAL
    PO BOX 19621
    KALAMAZOO,MI49019     		  PC SUPPORTING THE PRODUCTION AND PROMOTION OF THE FESTIVAL 5,000
    KALAMAZOO PUBLIC LIBRARY ONEPLACE
    315 S ROSE
    KALAMAZOO,MI49007     		  PC SUPPORTING PROGRAMS AND SERVICES 17,000
    KALAMAZOO RESA
    1819 E MILHAM ROAD
    PORTAGE,MI49002     		  PC EARLY LEARNING PROGRAM 15,000
    KALAMAZOO SINGERS
    PO BOX 2712
    KALAMAZOO,MI49003     		  PC SUPPORTING 2019-2020 PERFORMANCES 5,000
    KALAMAZOO SYMPHONY ORCHESTRA
    359 S KALAMAZOO MALL STE 100
    KALAMAZOO,MI49007     		  PC SUPPORTING THE AIR PROGRAM 2019-2020 15,000
    KALAMAZOO VALLEY COMMUNITY COLLEGE
    PO BOX 4070
    KALAMAZOO,MI49003     		  PC SUPPORTING 2019/2020 ARTISTS FORUM 2,500
    KALAMAZOO VALLEY HABITAT FOR HUMANITY
    1126 GULL ROAD
    KALAMAZOO,MI49048     		  PC SUPPORTING THE HOMEOWNERSHIP PROGRAM 20,000
    KINDELBERGER ARTS COMMISSION
    650 S RIVERVIEW DRIVE
    PARCHMENT,MI49004     		  PC SUPPORTING THE KINDELBERG PARK SUMMER CONCERTS 4,000
    MICHIGAN FESTIVAL OF SACRED MUSIC
    PO BOX 50566
    KALAMAZOO,MI49005     		  PC ANNUAL MFSM CONNECTING CHORDS MUSIC FESTIVAL IN 2019 5,000
    NEW YEAR'S FEST OF KALAMAZOO INC
    210 FARMERS ALLEY
    KALAMAZOO,MI49007     		  PC FINANCIALLY SUPPORTING THE NEW YEAR'S FEST 5,000
    NORTHSIDE PRESCHOOLS
    1000 W PATERSON STREET
    KALAMAZOO,MI49007     		  PC SUPPORTING TUITION ASSISTANCE FOR 6 ADDITIONAL STUDENTS DURING THE 2019-2020 SCHOOL YEAR 25,000
    OPEN ROADS BIKE PROGRAM
    1523 RIVERVIEW DR STE B
    KALAMAZOO,MI49004     		  PC SUPPORTING A YEAR-ROUND DROP-IN PROGRAM FOR STUDENTS IN 2020 10,000
    PARTNERS IN HOUSING TRANSITION
    247 W LOVELL STREET
    KALAMAZOO,MI49007     		  PC PROGRAM 'A BED FOR EVERY CHILD' 10,000
    PINE ISLAND CHURCH
    7888 SOUTH 8TH STREET
    KALAMAZOO,MI49009     		  PC TRANSPORTATION PROGRAM 2,000
    PLANNED PARENTHOOD
    950 VICTORS WAY STE 100
    ANN ARBOR,MI48108     		  PC PROGRAM 'NAVIGATING UNCHARTED WATERS' 25,000
    PLANNED PARENTHOOD OF MICHIGAN
    950 VICTORS WAY STE 100
    ANN ARBOR,MI48108     		  PC SUPPORTING SEXUAL HEALTH EDUCATION SERVICES TO YOUNG ADULTS 20,000
    PORTAGE SENIOR CENTERCITY OF PORTAGE
    7900 SOUTH WESTNEDGE AVENUE
    PORTAGE,MI49002     		  PC NEW PORTAGE COMMUNITY CENTER 10,000
    PRETTY LAKE CAMP
    9123 Q AVENUE
    MATTAWAN,MI49071     		  PC SUPPORTING TO BUILD AN INDOOR ROPES COURSE IN THE GYMNASIUM 25,000
    READ AND WRITE KALAMAZOO
    802 S WESTNEDGE AVENUE
    KALAMAZOO,MI49008     		  PC SUPPORTING THE FULL EXPANSION OF THE CORE RAWK READERS' ROOM AT LINCOLN SCHOOL 20,000
    RENAISSANCE ENTERPRISES
    901 LAY BLVD
    KALAMAZOO,MI49001     		  PC ENRICHMENT PROGRAMS FOR SENIORS IN NURSING HOMES 5,000
    ROOTEAD ENRICHMENT CENTER
    1000 W PATERSON SUITE 3 RM 144
    KALAMAZOO,MI49007     		  PC OPERATIONAL FUNDING 15,000
    SHERMAN LAKE YMCA OUTDOOR CENTER
    6225 NORTH 39TH STREET
    AUGUSTA,MI49012     		  PC SUPPORTING 'BUILDING CHARACTER BUILDING COMMUNITIES'-A 25TH ANNIVERSARY CAMPAIGN 15,000
    THE SUZUKI ACADEMY OF KALAMAZOO
    6376 QUAIL RUN DR B
    KALAMAZOO,MI49009     		  PC SUMMER INITIATIVE PROGRAM 5,000
    WARM KIDS PROJECT INC
    PO BOX 803
    PORTAGE,MI49081     		  PC SUPPORTING THE WINTER CLOTHING PURCHASES 8,000
    WELLSPRINGCORI TERRY & DANCERS
    359 S KALAMAZOO MALL STE 204
    KALAMAZOO,MI49007     		  PC SUPPORTING THE CETD OUTREACH PROGRAM 10,000
    WEST MICHIGAN CANCER CENTER & INSTITUTE FOR BLOOD
    200 N PARK STREET
    KALAMAZOO,MI49007     		  PC SUPPORTING THE PATIENT CARE SERVICES & SURVIVORSHIP PROGRAM 7,500
    WMUK 1021 FM
    1903 WEST MICHIGAN AVENUE
    KALAMAZOO,MI49008     		  PC ENGAGE MS JUDITH SMILSER-CONSULTANT FOR NEWS PROGRAM 10,000
    WOODS LAKE ELEMENTARY
    3215 OAKLAND DRIVE
    KALAMAZOO,MI49009     		  PC SUPPORTING THE DANCE PROGRAM 15,000
    YOUNG KINGS AND QUEENS INC
    1201 NORTH ROSE STREET
    KALAMAZOO,MI49007     		  PC EMPOWERING, EQUITABLE EDUCATION EXPERIENCES PROGRAM 7,500
    YWCA
    353 EAST MICHIGAN AVENUE
    KALAMAZOO,MI49007     		  PC READY TO LEARN AND GROW PROGRAM 20,000
    Total .................................bullet 3a 1,120,300
    bApproved for future payment
    Total .................................bullet 3b 0
    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 ...........     		    14 185  
    4 Dividends and interest from securities....     14 451,584  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 411,619  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 863,388 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    863,388
    (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:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2018 AccountingFeesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN:
    38-6052963
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES - PLANTE & MORAN, PLLC 9,500 1,900   7,600

    TY 2018 InvestmentsOtherSchedule2
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN:
    38-6052963
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    VANGUARD INTERM TERM AT COST 5,115,169 5,055,110
    DFA EMERGING MKTS VALUE AT COST 1,716,924 2,023,697
    DFA INTL SMALL CAP VALUE AT COST 2,023,769 2,074,004
    DFA US LARGE CAP VALUE AT COST 917,524 1,036,759
    DFA US MICRO CAP PORT AT COST 948,540 1,040,528
    DFA US SMALL CAP VALUE AT COST 2,073,001 2,053,765
    VANGUARD REAL ESTATE AT COST 938,083 1,016,648
    VANGUARD 500 INDEX FD AT COST 4,404,853 6,179,228

    TY 2018 OtherExpensesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN:
    38-6052963
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INSURANCE 1,726 0   1,726
    CLERICAL 17,697 0   17,697
    COUNCIL OF MICHIGAN FOUNDATIONS 3,600 0   3,600
    WIRE TRANSFER FEES 50 0   50
    MAINTENANCE 1,200 0   1,200
    MISCELLANEOUS 1,700 0   1,700


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN:
    38-6052963
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 71,565 71,565   0


    TY 2018 TaxesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN:
    38-6052963
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 18,800 0   0