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 05-01-2021 , and ending 04-30-2022
Name of foundation
THE GRACE FOUNDATION OF MEMPHIS INC
 
Number and street (or P.O. box number if mail is not delivered to street address)6075 POPLAR AVENUE STE 130
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MEMPHIS, TN38119
A Employer identification number

62-1469984
B Telephone number (see instructions)

(901) 682-6201
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$34,214,951J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 723,343 723,343  
5a Gross rents............      
b Net rental income or (loss) -6,803
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment 456,553
b Gross sales price for all assets on line 6a 12,782,447
7 Capital gain net income (from Part IV, line 2)... 439,918
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)....... Click to see attachment 151,048 60,619  
12 Total. Add lines 1 through 11........ 1,330,944 1,223,880  
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).......        
c Other professional fees (attach schedule).... Click to see attachment 263,455 263,455   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 52,000 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 76,779 75,386   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 392,234 338,841   0
25 Contributions, gifts, grants paid....... 1,989,984 1,989,984
26 Total expenses and disbursements. Add lines 24 and 25 2,382,218 338,841   1,989,984
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,051,274
b Net investment income (if negative, enter -0-) 885,039
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............. 427,136 1,286,815 1,286,815
2 Savings and temporary cash investments.........      
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)....... 34,348,638 Click to see attachment30,704,646 30,704,646
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 3,866,007 Click to see attachment1,747,578 1,747,578
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment379,295 Click to see attachment475,912 Click to see attachment475,912
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 39,021,076 34,214,951 34,214,951
Liabilities 17 Accounts payable and accrued expenses.......... 5,791 3,037
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)......... 5,791 3,037
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........... 39,015,285 34,211,914
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)..... 39,015,285 34,211,914
30 Total liabilities and net assets/fund balances (see instructions). 39,021,076 34,214,951
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
39,015,285
2
Enter amount from Part I, line 27a .....................
2
-1,051,274
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
37,964,011
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
3,752,097
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
34,211,914
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 SCHWAB RELIANT P    
b MML INVESTORS P    
c JP MORGAN P    
d K-1'S - NON-UBI P    
e PFIC'S P    
(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 5,872,328   5,449,342 422,986
b 4,495,084   4,418,609 76,475
c 2,341,874   2,443,028 -101,154
d     14,915 -14,915
e 56,526     56,526
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       422,986
b       76,475
c       -101,154
d       -14,915
e       56,526
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 2 439,918
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 12,302
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 12,302
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 33,900
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 33,900
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 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 21,598
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet21,598 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)
    bulletTN
    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 addressbulletN/A
    14
    The books are in care ofbulletSHANA R SOUTH CFO Telephone no.bullet (901) 682-6201

    Located atbullet6075 POPLAR AVENUE STE 130MEMPHISTN ZIP+4bullet38119
    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
    HARRY L SMITH CHAIRMAN OF THE BOARD
    1.00     		0 0 0
    6075 POPLAR AVENUE STE 130
    MEMPHIS,TN38119
    MARY ELIZABETH SMITH VICE CHAIRMAN OF THE BOARD
    1.00     		0 0 0
    6075 POPLAR AVENUE STE 130
    MEMPHIS,TN38119
    LESLIE JONES SECRETARY/TREASURER
    1.00     		0 0 0
    6075 POPLAR AVENUE STE 130
    MEMPHIS,TN38119
    SHANA R SOUTH CHIEF FINANCIAL OFFICER
    1.00     		0 0 0
    6075 POPLAR AVENUE STE 130
    MEMPHIS,TN38119
    B REX JONES PRESIDENT/CHIEF EXECUTIVE
    1.00     		0 0 0
    6075 POPLAR AVENUE STE 130
    MEMPHIS,TN38119
    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
    NONE
    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
    35,333,434
    b
    Average of monthly cash balances.......................
    1b
    856,975
    c
    Fair market value of all other assets (see instructions)................
    1c
    429,403
    d
    Total (add lines 1a, b, and c).........................
    1d
    36,619,812
    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
    36,619,812
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    549,297
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    36,070,515
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    1,803,526
    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
    1,803,526
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    12,302
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    12,302
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,791,224
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,791,224
    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
    1,791,224
    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 1,791,224
    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......  
    b From 2017......  
    c From 2018......  
    d From 2019...... 40,157
    e From 2020...... 294,449
    f Total of lines 3a through e ........ 334,606
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 1,989,984
    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..... 1,791,224
    e Remaining amount distributed out of corpus 198,760
    5 Excess distributions carryover applied to 2021. 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 5 533,366
    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) ...     		0
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		533,366
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018....  
    c Excess from 2019.... 40,157
    d Excess from 2020.... 294,449
    e Excess from 2021.... 198,760
    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:
    SHANA R SOUTH
    4515 POPLAR AVENUE STE 324
    MEMPHIS,TN38117
    (901) 682-6201
    bThe form in which applications should be submitted and information and materials they should include:
    LETTER OF REQUEST DETAILING FULL BACKGROUND AND FINANCIAL STATEMENTS
    cAny submission deadlines:
    N/A
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    N/A
    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
    ADVANCE MEMPHIS
    PO BOX 2201
    MEMPHIS,TN38101     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    ALS ASSOCIATION ALABAMA CHAPTER
    300 CAHABA PARK CIRCLE 209
    BIRMINGHAM,AL35242     		NONE PUBLIC CHARITY PROGRAM SUPPORT 2,000
    BELLEVUE BAPTIST CHURCH
    PO BOX 1210
    CORDOVA,TN38088     		NONE PUBLIC CHARITY PROGRAM SUPPORT 108,500
    BILLY GRAY MINISTRIES INC
    PO BOX 6202
    DESTIN,FL32550     		NONE PUBLIC CHARITY PROGRAM SUPPORT 500
    CAMPUS OUTREACH
    PO BOX 2044 DEPT 2300
    MEMPHIS,TN38101     		NONE PUBLIC CHARITY PROGRAM SUPPORT 15,000
    CHRISTIAN COMMUNITY FOUNDATION OF MEMPHIS AND THE MID-SOUTH INC
    4515 POPLAR AVENUE STE 324
    MEMPHIS,TN38117     		NONE PUBLIC CHARITY SUPPORTED ORGANIZATION CONTRIBUTION TO DONOR ADVISED FUND 200,000
    COMMUNITY FOUNDATION OF GREATER MEMPHIS
    PO BOX 1000
    MEMPHIS,TN38148     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    CROSSLINK MEMPHIS INC
    5389 CRESTVIEW RD
    MEMPHIS,TN38134     		NONE PUBLIC CHARITY PROGRAM SUPPORT 500
    DOWNLINE MINISTRIES
    PO BOX 770296
    MEMPHIS,TN38177     		NONE PUBLIC CHARITY PROGRAM SUPPORT 11,000
    EIKON MINISTRIES
    PO BOX 111164
    MEMPHIS,TN38111     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    EVANGELICAL CHRISTIAN SCHOOL
    PO BOX 1030
    CORDOVA,TN38088     		NONE PUBLIC CHARITY PROGRAM SUPPORT 1,200,000
    FAMILY ACTION COUNCIL OF TN INC
    1113 MURFREESBORO RD
    FRANKLIN,TN37064     		NONE PUBLIC CHARITY PROGRAM SUPPORT 1,000
    LEADERS BUILDING LEADERS
    222 FLURNEY AVE
    FLORENCE,AL35633     		NONE PUBLIC CHARITY PROGRAM SUPPORT 500
    MEMPHIS LEADERSHIP FOUNDATION
    2400 POPLAR AVE STE 318
    MEMPHIS,TN38112     		NONE PUBLIC CHARITY PROGRAM SUPPORT 10,000
    METHODIST HEALTHCARE FOUNDATION
    PO BOX 42048
    MEMPHIS,TN38174     		NONE PUBLIC CHARITY PROGRAM SUPPORT 500
    NEXUS LEADERS INC
    4055 POPLAR AVENUE
    MEMPHIS,TN38111     		NONE PUBLIC CHARITY PROGRAM SUPPORT 500
    PIONEER MISSIONS GLOBAL
    2574 CHRISTMAS COVE
    JACKSON,TN38305     		NONE PUBLIC CHARITY PROGRAM SUPPORT 9,000
    REEL LIFE INTERNATIONAL INC
    PO BOX 661105
    BIRMINGHAM,AL35266     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    RONNIE TULLOS EVANGELISTIC ASSOCIATION INC
    PO BOX 2257
    ELLENDALE,TN38029     		NONE PUBLIC CHARITY PROGRAM SUPPORT 1,000
    SAV A LIFE INC
    1480 MCGUIRE ROAD
    VESTAVIA,AL35216     		NONE PUBLIC CHARITY PROGRAM SUPPORT 2,000
    SECOND PRESBYTERIAN CHURCH
    4055 POPLAR AVENUE
    MEMPHIS,TN38111     		NONE PUBLIC CHARITY PROGRAM SUPPORT 7,500
    SECRETS SAVORED INC
    PO BOX 2257
    CORDOVA,TN38088     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    SHEPHERD'S HAVEN
    175 SHEPHERDS HAVEN WAY
    ARLINGTON,TN38002     		NONE PUBLIC CHARITY PROGRAM SUPPORT 2,500
    STANDING NEAR THE CROSS INC
    PO BOX 477
    OAKLAND,TN38060     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    SU CASA FAMILY MINISTRIES
    1302 N GRAHAM STREET
    MEMPHIS,TN38122     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    THE COLLEGIATE SCHOOL OF MEMPHIS
    3353 FAXON AVENUE
    MEMPHIS,TN38122     		NONE PUBLIC CHARITY PROGRAM SUPPORT 10,000
    TRANSFORM CHURCH
    2721 MISTY BROOK LANE
    CORDOVA,TN38016     		NONE PUBLIC CHARITY PROGRAM SUPPORT 7,500
    UNIVERSITY OF NORTH ALABAMA FOUNDATION
    BOX 5004 OFFICE OF PRESIDENT
    FLORENCE,AL35632     		NONE PUBLIC CHARITY PROGRAM SUPPORT 76,984
    AGAPE CHILD & FAMILY SERVICES
    3160 DIRECTORS ROW
    MEMPHIS,TN38131     		NONE PUBLIC CHARITY PROGRAM SUPPORT 25,000
    ARISE2READ
    5885 RIDGEWAY CENTER PKWY
    MEMPHIS,TN38120     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    BLUE MOUNTAIN COLLEGE
    201 W MAIN STREET
    BLUE MOUNTAIN,MS38610     		NONE PUBLIC CHARITY PROGRAM SUPPORT 10,000
    CALVARY RESCUE MISSION
    960 SOUTH THIRD STREET
    MEMPHIS,TN38106     		NONE PUBLIC CHARITY PROGRAM SUPPORT 10,000
    CHRIST COMMUNITY HEALTH SCIENCES
    2595 CENTRAL AVENUE
    MEMPHIS,TN38104     		NONE PUBLIC CHARITY PROGRAM SUPPORT 10,000
    MEMPHIS UNION MISSION
    P O BOX 330
    MEMPHIS,TN38101     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    MENISTRY INC
    526 E LAWNWOOD DRIVE
    COLLIERVILLE,TN38017     		NONE PUBLIC CHARITY PROGRAM SUPPORT 2,500
    MIFA
    P O BOX 3130
    MEMPHIS,TN38173     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    MISSION INCREASE
    7357 SW BEVELAND STREET
    PORTLAND,OR97223     		NONE PUBLIC CHARITY PROGRAM SUPPORT 20,000
    MISSION ONE INC
    P O BOX 5960
    SCOTTSDALE,AZ85261     		NONE PUBLIC CHARITY PROGRAM SUPPORT 10,000
    NEIGHBORHOOD CHRISTIAN CENTERS INC
    785 JACKSON AVENUE
    MEMPHIS,TN38107     		NONE PUBLIC CHARITY PROGRAM SUPPORT 15,000
    ORPHANOS FOUNDATION
    P O BOX 1057
    CORDOVA,TN38088     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    RESTORATION ACADEMY INC
    P O BOX 30
    FAIRFIELD,AL35064     		NONE PUBLIC CHARITY PROGRAM SUPPORT 10,000
    STAND FOR TRUTH INC
    P O BOX 1179
    HILLIARD,OH43026     		NONE PUBLIC CHARITY PROGRAM SUPPORT 100,000
    SUPPORT COMMITTEE FOR ALABAMA NATIONAL CEMETERY
    P O BOX 648
    MONTEVALLO,AL35115     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    TEAM
    P O BOX 1683
    CAROL STREAM,IL60132     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    THE MAILBOX CLUB
    404 EAGER ROAD
    VALDOSTA,GA31602     		NONE PUBLIC CHARITY PROGRAM SUPPORT 10,000
    THE SALVATION ARMY
    696 JACKSON AVENUE
    MEMPHIS,TN38105     		NONE PUBLIC CHARITY PROGRAM SUPPORT 25,000
    TRAINING PASTORS INTERNATIONAL
    P O BOX 2135
    GRENADA,MS38902     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    UNIVERSITY OF MEMPHIS FOUNDATION
    P O BOX 1000
    MEMPHIS,TN38148     		NONE PUBLIC CHARITY PROGRAM SUPPORT 1,000
    VISIBLE MUSIC COLLEGE
    200 MADISON AVENUE
    MEMPHIS,TN38103     		NONE PUBLIC CHARITY PROGRAM SUPPORT 5,000
    Total .................................bullet 3a 1,989,984
    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 ...........     		         
    4 Dividends and interest from securities ....          
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property..... 523000 957 16 -6,803  
    6 Net rental income or (loss) from personal property          
    7 Other investment income .....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		523000 16,635 18 439,918  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aINCREASE IN CSV     		    14 96,617  
    bLIFE INSURANCE PREMIUMS     14 -6,188  
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e) .. 17,592 1,306,549 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    1,324,141
    (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

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2021 GainLossSaleOtherAssetsSch
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
    K-1'S - UBI   PURCHASED     16,635   COST 0 16,635  

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Name of Stock End of Year Book Value End of Year Fair Market Value
    PUBLICLY TRADED SECURITIES 30,704,646 30,704,646

    TY 2021 InvestmentsOtherSchedule2
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    GT REAL PROPERTY HOLDINGS III LLC FMV 9,023 9,023
    PALLADIAN PARTNERS IV LLC FMV 6,790 6,790
    PALLADIAN PARTNERS V LLC FMV 25,534 25,534
    GT REAL ASSETS II LP FMV 401,601 401,601
    HEADLANDS CAPITAL SECONDARY FUND II LP FMV 492,429 492,429
    GT OFFSHORE FUND LTD CLASS A FMV 81,604 81,604
    GT OFFSHORE FUND LTD CLASS B FMV 94,015 94,015
    GT BIOTECH FMV 29,629 29,629
    HEADLANDS CAPITAL SECONDARY FUND III LP FMV 606,953 606,953

    TY 2021 OtherAssetsSchedule
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    CASH SURRENDER VALUE LIFE INSURANCE 379,295 475,912 475,912


    TY 2021 OtherDecreasesSchedule
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Description Amount
    UNREALIZED GAINS/LOSSES 3,752,097


    TY 2021 OtherExpensesSchedule
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LICENSES AND FEES 5 0   0
    COMPUTER EXPENSE 1,162 0   0
    MISCELLANEOUS 226 0   0
    PARTNERSHIP LOSSES 68,583 68,583   0
    K-1S 6,803 6,803   0


    TY 2021 OtherIncomeSchedule2
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ROYALTIES 10,539 10,539 10,539
    PARTNERSHIP INCOME (LOSS) 957 957 957
    PFIC INCOME PARTNERSHIPS 49,123 49,123 49,123
    INCREASE IN CSV 96,617   96,617
    LIFE INSURANCE PREMIUMS -6,188   -6,188


    TY 2021 OtherProfessionalFeesSchedule
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 185,826 185,826   0
    LT ADMIN FEE EXPENSE 38,929 38,929   0
    OUTSOURCED PROFESSIONAL EXPENSE 38,700 38,700   0


    TY 2021 TaxesSchedule
    Name:
    THE GRACE FOUNDATION OF MEMPHIS INC
    EIN:
    62-1469984
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 52,000 0   0