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. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 11-01-2021 , and ending 10-31-2022
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$20,585,691J 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 1 1  
4 Dividends and interest from securities... 448,108 448,108  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 529,347
b Gross sales price for all assets on line 6a 1,514,343
7 Capital gain net income (from Part IV, line 2)... 529,347
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........ 977,456 977,456  
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)......... Click to see attachment 100 0   100
b Accounting fees (attach schedule)....... Click to see attachment 10,425 2,085   8,340
c Other professional fees (attach schedule).... Click to see attachment 80,803 80,803   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 37,821 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 18,023 0   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 147,172 82,888   8,440
25 Contributions, gifts, grants paid....... 1,016,000 1,016,000
26 Total expenses and disbursements. Add lines 24 and 25 1,163,172 82,888   1,024,440
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -185,716
b Net investment income (if negative, enter -0-) 894,568
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
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............. 86,335 118,206 118,206
2 Savings and temporary cash investments......... 1,105 759 759
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).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans............. 73,316 0 0
13 Investments—other (attach schedule).......... 17,663,152 Click to see attachment17,519,227 20,466,726
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 17,823,908 17,638,192 20,585,691
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 FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions........... 17,823,908 17,638,192
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds    
29 Total net assets or fund balances (see instructions)..... 17,823,908 17,638,192
30 Total liabilities and net assets/fund balances (see instructions). 17,823,908 17,638,192
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 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
17,823,908
2
Enter amount from Part I, line 27a .....................
2
-185,716
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
17,638,192
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 29 .
6
17,638,192
Form 990-PF (2021)
Form 990-PF (2021)
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 LONG-TERM CAPITAL GAIN DIVIDENDS      
b PUBLICLY TRADED SECURITIES      
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 330,640     330,640
b 1,183,703   984,996 198,707
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       330,640
b       198,707
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 2 529,347
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  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
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 for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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 12,434
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 12,434
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 21,480
b Exempt foreign organizations—tax withheld at source...... 6b 0
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 21,480
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 9
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 9,037
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet9,037 RefundedBullet 11 0
Part VI-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 the instructions
for the 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 XIV..................................
    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 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    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 (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-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 2021, 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 VI-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? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
     
    No
    (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)? ......................
    1a(5)
     
    No
    (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.) ...............
    1a(6)
     
    No
    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
     
     
    c
    ........bullet
    d
    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 2021? .............
    1d
     
    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 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    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? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 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 2021.) .....................
    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 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-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))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    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
     
     
    c
    .........bullet
    d
    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? .................
    5d
     
     
    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? .............................
    6a
     
    No
    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?
    7a
     
    No
    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? .........................
    8
     
    No
    Part VII
    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
    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
    ALISA PARKER-LAGRONE 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 (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    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 80,803
    3020 BRANDYWINE ROAD
    KALAMAZOO,MI49008
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part VIII-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 VIII-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 (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    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
    22,885,491
    b
    Average of monthly cash balances.......................
    1b
    90,135
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    22,975,626
    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
    22,975,626
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    344,634
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    22,630,992
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    1,131,550
    Part X
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part IX, line 6..................
    1
    1,131,550
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    12,434
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    12,434
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,119,116
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,119,116
    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 XII, line 1 ...
    7
    1,119,116
    Part XI
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part VIII-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 XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 1,119,116
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2021:
    a From 2016...... 136,028
    b From 2017...... 88,986
    c From 2018...... 148,458
    d From 2019...... 128,561
    e From 2020......  
    f Total of lines 3a through e ........ 502,033
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 1,024,440
    a Applied to 2020, 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 2021 distributable amount..... 1,024,440
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2021. 94,676 94,676
    (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 5 407,357
    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 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		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 2016 not
    applied on line 5 or line 7 (see instructions) ...     		41,352
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		366,005
    10 Analysis of line 9:
    a Excess from 2017.... 88,986
    b Excess from 2018.... 148,458
    c Excess from 2019.... 128,561
    d Excess from 2020....  
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-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 2021, 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) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    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 IX, 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 XIV
    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 (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    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 FARM INC
    6409 S 34TH ST
    KALAMAZOO,MI49048     		  PC OPERATING SUPPORT 15,000
    AMERICAN RED CROSS SOUTHWEST MICHIGAN CHAPTER
    5640 VENTURE COURT
    KALAMAZOO,MI49009     		  PC TO PROVIDE FUNDING FOR THREE BLOOD DRIVES IN KALAMAZOO COUNTY DURING THE COMING YEAR 7,000
    BALLET ARTS ENSEMBLE INC
    2018 RAMBLING ROAD
    KALAMAZOO,MI49008     		  PC FUNDING TO HELP COVER PRODUCTION COSTS OF SPRING 2023 PERFORMANCE 4,000
    BIG BROTHERS BIG SISTERS OF SOUTHWEST MI
    3501 COVINGTON RD
    KALAMAZOO,MI49001     		  PC SUPPORT OF ONE-TO-ONE MENTORING SERVICES FOR CHILDREN AGE 6- 18 IN KALAMAZOO COUNTY 10,000
    BOYS & GIRLS CLUBS OF GREATER KALAMAZOO
    4000 PORTAGE STREET STE 201
    KALAMAZOO,MI49001     		  PC 2023 GENERAL OPERATIONS SUPPORT 15,000
    BUILDING BLOCKS OF KALAMAZOO
    1009 E STOCKBRIDGE AVE
    KALAMAZOO,MI49001     		  PC SUPPORT FOR PATHWAY TO RESIDENT GROUP EMPOWERMENT PROGRAM MODEL, INCLUDING CATALYST SITES 7,000
    CAN-DO KALAMAZOO
    3501 LAKE STREET
    KALAMAZOO,MI49048     		  PC SUPPORT OF BUSINESS SERVICES AND OUTREACH RELATED TO THE EXPANDED SCOPE OF THE PROGRAM 15,000
    CARES OF SOUTHWEST MICHIGAN
    629 PIONEER ST
    KALAMAZOO,MI49008     		  PC SUPPORT OF THE CARES PREVENTION PROGRAM 8,000
    CENTER FOR TRANSFORMATION
    5047 WEST MAIN STREET 211
    KALAMAZOO,MI49009     		  PC SUPPORT OF MENTORING PROGRAMS FOR PREVIOUSLY INCARCERATED INDIVIDUALS 10,000
    CENTRICA CARE NAVIGATORS
    7100 STADIUM DRIVE
    KALAMAZOO,MI49009     		  PC SUPPORT FOR THE RE-OPENING OF CENTRICA ADULT DAY SERVICES 20,000
    CHILDREN'S NATURE PLAYSCAPE
    345 WEST MICHIGAN AVE
    KALAMAZOO,MI49007     		  PC HELP TO PURCHASE PHASE I LANDSCAPING ITEMS, MATERIALS FOR ADA ACCOMODATIONS, AND SAFETY EQUIPMENT 10,000
    CHRISTIAN GLOBAL MEDICAL HEALTHCARE INC
    451 W MILHAM AVE
    PORTAGE,MI49024     		  PC TO COVER DISCOUNTED AND FREE HEALTHCARE PROVIDED TO PATIENTS 10,000
    COMMUNITIES IN SCHOOLS OF KALAMAZOO
    180 E WATER ST STE 2000
    KALAMAZOO,MI49007     		  PC SUPPORT THE IMPLENTATION OF THEIR INTEGRATED STUDENT SUPPORTS MODEL IN 22 SCHOOLS DURING THE 22-23 YEAR 18,000
    COMMUNITY HEALING CENTERS
    2615 STADIUM DRIVE
    KALAMAZOO,MI49008     		  PC FACILITIES UPDATES AND REPAIRS 20,000
    COMMUNITY HEALING CENTERS
    2615 STADIUM DRIVE
    KALAMAZOO,MI49008     		  PC SUPPORT OF COMING TOGETHER 2022 EVENT 3,500
    COMMUNITY HOME WORKS
    810 BRYANT ST
    KALAMAZOO,MI49001     		  PC OPERATING COSTS 10,000
    CONSTANCE BROWN HEARING CENTERS
    1634 GULL ROAD STE 201
    KALAMAZOO,MI49048     		  PC TO ASSIST LOW INCOME INDIVIDUALS WITH HEARING CARE AND DEVICES THROUGH THE SERVICE FUND 15,000
    CRESCENDO ACADEMY OF MUSIC
    359 S KALAMAZOO MALL STE 12
    KALAMAZOO,MI49007     		  PC SUPPORT FOR THE MARVELOUS MUSIC PROGRAM 20,000
    DISABILITY NETWORK OF SOUTHWEST MICHIGAN
    517 E CROSSTOWN PARKWAY
    KALAMAZOO,MI49001     		  PC SUPPORT FOR INDEPENDENT LIVING SERVICES IN KALAMAZOO COUNTY 5,000
    DOUGLASS COMMUNITY ASSOCIATION
    1000 WEST PATERSON
    KALAMAZOO,MI49007     		  PC FUNDING FOR OPERATIONS 20,000
    EASTSIDE YOUTH STRONG
    PO BOX 50227
    KALAMAZOO,MI49005     		  PC GENERAL OPERATING SUPPORT FOR IMPLEMENTATION OF EASTSIDE STEAM ACADEMY FOR MIDDLE SCHOOL YOUTH. 20,000
    EDISON NEIGHBORHOOD ASSOCIATION
    816 WASHINGTON AVE
    KALAMAZOO,MI49001     		  PC GENERAL OPERATING SUPPORT OF PROJECTS AND SERVICES 10,000
    FAMILY & CHILDREN SERVICES INC
    1608 LAKE STREET
    KALAMAZOO,MI49001     		  PC PROGRAM OPERATING SUPPORT FOR DELIVERY OF CRITICAL BEHAVIORAL G HEALTH SERVICES 20,000
    FARMERS ALLEY THEATRE
    221 FARMERS ALLEY
    KALAMAZOO,MI49007     		  PC REDUCED ADMISSION FOR STUDENTS AND MARGINALIZED GROUPS. 7,500
    FIRE HISTORICAL & CULTURAL ARTS COLLABORATIVE
    1249 PORTAGE STREET
    KALAMAZOO,MI49001     		  PC SUPPORT OF YOUTH ORGANIZING COHORT 5,000
    FIRST DAY SHOE FUND
    5416 MEREDITH STREET
    PORTAGE,MI49002     		  PC OPERATIONAL SUPPORT OF THE EXECUTIVE DIRECTOR'S SALARY 10,000
    FONTANA CHAMBER ARTS
    359 S KALAMAZOO MALL STE 200
    KALAMAZOO,MI49007     		  PC FUNDS TO SUPPORT THE 2022-23 CONCERT SERIES 7,500
    FRIENDS WITH DISABILITIES
    5047 WEST MAIN STREET 110
    KALAMAZOO,MI49009     		  PC TO ASSIST WITH COSTS OF EVENTS AND OUTINGS DURING AUG., SEPT., AND OCT. 2022 5,000
    GIRL SCOUTS HEART OF MICHIGAN
    601 W MAPLE
    KALAMAZOO,MI49008     		  PC SUPPORT OF CAMP SCHOLARSHIPS AND CAMP SUPPLIES 12,500
    GIRLS ON THE RUN OF GREATER KALAMAZOO
    3901 EMERALD DRIVE STE E
    KALAMAZOO,MI49001     		  PC SUPPORT OF THE SPRING PROGRAM 8,000
    GLASS ART KALAMAZOO
    326 W KALAMAZOO AVE STE 100
    KALAMAZOO,MI49007     		  PC FUNDS TO ASSIST WITH ENERGY COSTS OF CREATING GLASS ART 5,000
    GLOBAL TIES KALAMAZOO
    225 W WALNUT ST 209
    KALAMAZOO,MI49007     		  PC FUNDING FOR "COMMUNITY OF PRACTICE: CONNECTING YOUTH DEVELOPMENT ADVOCATES ACROSS THE GLOBE" 5,000
    GOODWILL INDUSTRIES OF SOUTHWESTERN MICHIGAN
    420 E ALCOTT STREET
    KALAMAZOO,MI49001     		  PC SUPPORT OF ADULT EDUCATION AND TRAINING PROGRAM 15,000
    GUARDIAN FINANCE AND ADVOCACY SERVICES
    PO BOX 2590
    KALAMAZOO,MI490032590     		  PC TO PROVIDE GUARDIANSHIP SERVICES TO VULNERABLE, LOW INCOME ADULTS UNDER AGE 60 IN KALAMAZOO COUNTY 10,000
    HOSPITAL HOSPITALITY HOUSE OF SOUTHWEST MICHIGAJAMES
    828 S BURDICK
    KALAMAZOO,MI49001     		  PC OPERATIONAL BUDGET SUPPORT 10,000
    HOUSING RESOURCES INC KALAMAZOO
    420 E ALCOTT STREET
    KALAMAZOO,MI49001     		  PC GENERAL OPERATIONS SUPPORT 20,000
    IINTERFAITH STRATEGY FOR ADVOCACY AND ACTION IN THE COMMUNITY (ISAAC)
    247 WEST LOVELL ST
    KALAMAZOO,MI49007     		  PC FUNDS TO SUPPORT THE BUILDING THE BELOVED COMMUNITY PROGRAM 5,000
    JULIUS & ESTHER STULBERG STRING COMPETITION INC
    359 S KALAMAZOO MALL STE 14
    KALAMAZOO,MI49007     		  PC CONTINUED SUPPORT OF MUSIC EDUCATION PROGRAMS AND OUTREACH TO NATIONAL MUSIC SCHOOLS 8,000
    JUNIOR ACIEVEMENT OF SOUTHEWEST MICHIGAN
    2775 W DICKMAN ROAD STE C
    BATTLE CREEK,MI49037     		  PC FUNDING FOR PROGRAMMING IN KALAMAZOO COUNTY SCHOOL DISTRICTS 5,000
    KAIROS DWELLING
    2945 GULL ROAD
    KALAMAZOO,MI49048     		  PC SUPPORT OF 2023 OPERATING EXPENSES 20,000
    KALAMAZOO BOOK ARTS CENTER
    326 WEST KALAMAZOO AVE 422
    KALAMAZOO,MI49007     		  PC SUPPORT OF YOUTH EDUCATION AND INTERNSHIP PROGRAMS 10,000
    KALAMAZOO CHILDREN'S CHORUS
    PO BOX 50414
    KALAMAZOO,MI49005     		  PC FINANCIAL SUPPORT THROUGH SCHOLARSHIPS FOR STUDENTS IN NEED, AND OPERATIONAL SUPPORT 5,000
    KALAMAZOO COUNTY READY 4S
    259 E MICHIGAN AVE 409
    KALAMAZOO,MI49009     		  PC SUPPORT PRE-K PROVIDERS WITH HIGH-QUALITY LEARNING ENVIRONMENTS AND TUITION ASSISTANCE 20,000
    KALAMAZOO DOWNTOWN PARTNERSHIP
    162 E MICHIGAN AVE
    KALAMAZOO,MI49007     		  PC SUPPORT FOR YEAR TWO OF THE DOWNTOWN KALAMAZOO AMBASSADOR PROGRAM. 20,000
    KALAMAZOO IN BLOOM
    PO BOX 20178
    KALAMAZOO,MI490191178     		  PC ANNUAL PLANTING SEASON EXPENSES 5,000
    KALAMAZOO INSTITUTE OF ARTS
    314 SOUTH PARK ST
    KALAMAZOO,MI49007     		  PC FUNDS TO SUPPORT CHILDREN, YOUTH, AND FAMILY PROGRAMMING, AND TO PROVIDE FREE ADMISSION FOR CHILDREN 12 AND UNDER 12,500
    KALAMAZOO JUNIOR SYMPHONY ORCHESTRAS
    714 S WESTNEDGE AVE
    KALAMAZOO,MI49007     		  PC SUPPORT FOR THE COMPREHENSIVE EARLY ORCHESTRAL TRAINING PROGRAM 8,000
    KALAMAZOO LITERACY COUNCIL
    420 E ALCOTT ST STE 400
    KALAMAZOO,MI49001     		  PC OPERATIONAL SUPPORT FOR EVERYONE NEEDS TO READ ADULT LITERACY INITIATIVE 16,000
    KALAMAZOO LOAVES & FISHES
    901 PORTAGE ST
    KALAMAZOO,MI49001     		  PC SUPPORT OF HUNGER RELIEF PROGRAMS 15,000
    KALAMAZOO NATURE CENTER
    7000 N WESTNEDGE AVE
    KALAMAZOO,MI49009     		  PC RENOVATION OF THE VISITOR CENTER 10,000
    KALAMAZOO NEIGHBORHOOD HOUSING SERVICES
    1219 S PARK ST
    KALAMAZOO,MI49001     		  PC GENERAL OPERATING SUPPORT 10,000
    KALAMAZOO POETRY FESTIVAL
    PO BOX 19621
    KALAMAZOO,MI49019     		  PC FUNDS FOR THE PRODUCTION AND PROMOTION OF THE 2023 FESTIVAL 4,000
    KALAMAZOO PUBLIC SCHOOLSWOODS LAKE ELEMENTARY A MAGNET CENTER FOR THE ARTS
    3215 OAKLAND DR
    KALAMAZOO,MI49008     		  PC SUPPORT OF DANCE THEIR PROGRAM 15,000
    KALAMAZOO SYMPHONY ORCHESTRA
    359 S KALAMAZOO MALL STE 100
    KALAMAZOO,MI49007     		  PC SUPPORT OF THE ARTISTS IN RESIDENCE PROGRAM 20,000
    KALAMAZOO VALLEY HABITAT FOR HUMANITY
    1126 GULL ROAD
    KALAMAZOO,MI49048     		  PC SUPPORT OF HOUSING SOLUTIONS FOR FAMILIES WITH LOWER INCOMES PROGRAM FOR FISCAL YEAR 2022 10,000
    KINDLEBERGER ARTS COMMISSION
    650 S RIVERVIEW DRIVE
    PARCHMENT,MI49004     		  PC FUNDING FOR THE KINDLEBERGER PARK SUMMER CONCERT SERIES 5,000
    LOCAL INITIATIVES SUPPORT CORPORATION (LISC) KALAMAZOO
    201 W KALAMAZOO AVE RM 310
    KALAMAZOO,MI49007     		  PC SUPPORT OF LOCAL STAFFING AND ECONOMIC DEVELOPMENT THROUGH THE SMALL BUSINESS RELIEF PROGRAM 20,000
    MICHIGAN CROSSROADS COUNCIL BOY SCOUTS OF AMERICA
    3497 S 9TH ST
    KALAMAZOO,MI49009     		  PC SUPPORT OF HEROES PROGRAM 7,500
    MICHIGAN FESTIVAL OF SACRED MUSIC
    PO BOX 50566
    KALAMAZOO,MI49005     		  PC CONNECTING CHORDS MUSIC FESTIVAL EVENTS IN 2022 5,000
    MINISTRY WITH COMMUNITY
    500 N EDWARDS STREET
    KALAMAZOO,MI49007     		  PC SUPPORT FOR DROP-IN/MEALS PROGRAM AND RESPONDING TO THE NEEDS OF OTHERS SERVED BY THE ORGANIZATION 25,000
    NEW YEAR'S FEST OF KALAMAZOO
    1417 S BURDICK STREET
    KALAMAZOO,MI49001     		  PC SUPPORT OF NEW YEAR'S FEST 5,000
    OPEN DOORS KALAMAZOO
    PO BOX 50102
    KALAMAZOO,MI49005     		  PC TO PROVIDE SUPPORT AND ASSISTANCE TO RESIDENTS AND SHELTER GUESTS 20,000
    PARTNERS IN HOUSING TRANSITION
    247 WEST LOVELL
    KALAMAZOO,MI49007     		  PC FUNDING TO PURCHASE AND DELIVER MATTRESSES, FRAMES, AND BEDDING FOR FAMILIES 10,000
    PLANNED PARENTHOOD OF MICHIGAN
    950 VICTORS WAY STE 100
    ANN ARBOR,MI48108     		  PC SUPPORT OF EDUCATION PROGRAMS 10,000
    PORTAGE COMMUNITY CENTER
    325 E CENTRE AVE
    PORTAGE,MI49002     		  PC GENERAL OPERATING SUPPORT 10,000
    PRETTY LAKE CAMP
    9123 Q AVE
    MATTAWAN,MI49071     		  PC NEW CLOTHING FOR CAMPERS 10,000
    PREVENTION WORKS
    309 N BURDICK
    KALAMAZOO,MI49007     		  PC SUPPORT OF THE KPS PROGRAM EXPANSION PROJECT 10,000
    READ AND WRITE KALAMAZOO
    613 LULU ST
    KALAMAZOO,MI49007     		  PC GENERAL OPERATIONS SUPPORT 20,000
    RENAISSANCE ENTERPRISES
    901 LAY BLVD
    KALAMAZOO,MI49001     		  PC SUPPORT FOR A SERIES OF ARTS AND MUSIC ENRICHMENT PROGRAMS IN KALAMAZOO CO. NURSING AND SENIOR CARE HOMES 5,000
    ROOTEAD ENRICHMENT CENTER
    505 E KALAMAZOO STE 3
    KALAMAZOO,MI49007     		  PC OPERATIONAL SUPPORT 15,000
    SLD READ
    5250 LOVERS LANE STE LL100
    KALAMAZOO,MI49002     		  PC SUPPORT OF KALAMAZOO PROGRAMS 5,000
    ST LUKE'S DIAPER BANK
    247 W LOVELL AVE
    KALAMAZOO,MI49007     		  PC PURCHASING DIAPERS AND WIPES FOR FAMILIES IN KALAMAZOO, AND A PORTION OF THE DISTRIBUTION COORDINATOR'S SALARY 20,000
    SW MICHIGAN MIRACLE LEAGUE
    3205 WOODHAMS AVE
    PORTAGE,MI49002     		  PC OPERATIONS SUPPORT IN THE GREATER KALAMAZOO REGION 6,000
    THE ARC COMMUNITY ADVOCATES
    814 S WESTNEDGE
    KALAMAZOO,MI49006     		  PC GENERAL OPERATIONS 20,000
    THE HELEN L FOX GOSPEL MUSIC CENTER
    1000 W PATTERSON ST
    KALAMAZOO,MI49007     		  PC OPERATIONAL AND CAPACITY-BUILDING FUNDING 15,000
    THE IRVING S GILMORE INTERNATIONAL KEYBOARD FESTIVAL (DBA THE GILMORE)
    359 S KALAMAZOO MALL STE 101
    KALAMAZOO,MI49007     		  PC SUPPORT OF COMMUNITY AND EDUCATION PROGRAMS DURING THE 2022-23 SEASON 20,000
    THE KALAMAZOO AVIATION HISTORY MUSEUM (DBA THE AIR ZOO)
    6151 PORTAGE RD
    PORTAGE,MI49002     		  PC SUPPORT OF THE 2022 COMMUNITY ACCESS MEMBERSHIP PROGRAM 10,000
    THE KALAMAZOO AVIATION HISTORY MUSEUM (DBA THE AIR ZOO)
    6151 PORTAGE RD
    PORTAGE,MI49002     		  PC IMPLEMENTATION AND IMPROVEMENT OF THE UPCOMING WOMEN AIRFORCE SERVICE PILOTS (WASP) EXHIBIT 10,000
    THE KALAMAZOO BACH FESTIVAL SOCIETY
    1200 ACADEMY ST
    KALAMAZOO,MI49006     		  PC CONCERTS IN THE 2022-23 SEASON 5,000
    THE KALAMAZOO CIVIC THEATRE
    329 S PARK ST
    KALAMAZOO,MI49007     		  PC EXPANDING AND ENHANCING THEATRE FOR ALL INCLUSIONARY PROGRAMMING 10,000
    THE SUZUKI ACADEMY OF KALAMAZOO
    6376 QUAIL RUN DR STE B
    KALAMAZOO,MI49009     		  PC GENERAL OPERATING SUPPORT 6,000
    VICKSBURG CULTURAL ARTS CENTER
    PO BOX 209
    VICKSBURG,MI49097     		  PC 2022-23 OPERATING EXPENSES 10,000
    WARM KIDS PROJECT INC
    2122 SYCAMORE LANE
    KALAMAZOO,MI49008     		  PC FUNDING FOR WINTER CLOTHING ITEMS FOR CHILDREN 10,000
    WELLSPRINGCORI TERRY AND DANCERS
    359 S KALAMAZOO MALL STE 204
    KALAMAZOO,MI49007     		  PC FUNDING FOR PROGRAMMATIC ACTIVITIES OF THE WELLSPRING DANCE ACADEMY 10,000
    YMCA OF GREATER KALAMAZOO
    1001 W MAPLE ST
    KALAMAZOO,MI49008     		  PC SUPPORT OF YMCA'S ACHIEVEMENT GAP PROGRAMS AT LINCOLN INTERNATIONAL STUDIES SCHOOL 25,000
    YWCA KALAMAZOO
    353 E MICHIGAN AVE
    KALAMAZOO,MI49007     		  PC SUPPORT TO PROVIDE EQUITABLE ACCESS TO EARLY LEARNING AND CHILDCARE PROGRAMS TO VULNERABLE FAMILIES 25,000
    Total .................................bullet 3a 1,016,000
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-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 1  
    4 Dividends and interest from securities ....          
    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 ............     		    18 529,347  
    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) .. 0 977,456 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    977,456
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-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 XV-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 (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    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 instructions.
    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 (2021)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2021 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 10,425 2,085   8,340

    TY 2021 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 TRE AT COST 5,860,629 4,948,490
    DFA INTERNATIONAL CORE E AT COST 1,996,316 1,966,470
    DFA US LARGE CAP VALUE I AT COST 850,202 1,078,488
    DFA US MICRO CAP I AT COST 904,081 1,134,746
    DFA US SMALL CAP VALUE I AT COST 1,661,404 2,151,679
    VANGUARD REAL ESTATE IND AT COST 985,615 955,786
    VANGUARD 500 INDEX ADMIR AT COST 5,260,980 8,231,067

    TY 2021 LegalFeesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN:
    38-6052963
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 100 0   100


    TY 2021 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
    CLERICAL 9,519 0   0
    COUNCIL OF MICHIGAN FOUNDATIONS 5,900 0   0
    MISCELLANEOUS 2,554 0   0
    WIRE TRANSFER FEES 50 0   0


    TY 2021 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 80,803 80,803   0


    TY 2021 TaxesSchedule
    Name:
    HAROLD AND GRACE UPJOHN FOUNDATION
    EIN:
    38-6052963
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 37,821 0   0