TY 2014 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
bullet

Information about Form 990-PF and its instructions is at www.irs.gov/form990pf.

OMB No. 1545-0052

2014

Open to Public Inspection

For calendar year 2014, or tax year beginning 2014, and ending , 20

Name of foundation
OPAL GODFREY BRENAN CHARITABLE TR UA 03021995

Number and street (or P.O. box number if mail is not delivered to street address)PNC BANK NA 620 LIBERTY AVENUE 10 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
PITTSBURGH, PA152222705

A Employer identification number

61-6286993

B Telephone number (see instructions)

(412) 762-0861

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$6,409,951J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach
	schedule)..............
2	Check
	Sch. B ...............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	127,765		127,765
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		446,996
b	Gross sales price for all assets on line 6a 2,472,651
7	Capital gain net income (from Part IV, line 2)...			446,996
8	Net short-term capital gain.........				0
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........	574,761		574,761
13	Compensation of officers, directors, trustees, etc.	60,724		48,579		12,145
14	Other employee salaries and wages......			0	0	0
15	Pension plans, employee benefits.......			0	0
16a	Legal fees (attach schedule).........					0
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....					0
17	Interest...............					0
18	Taxes (attach schedule) (see instructions)...		17,064	8		0
19	Depreciation (attach schedule) and depletion...		0	0
20	Occupancy..............
21	Travel, conferences, and meetings.......			0	0
22	Printing and publications..........			0	0
23	Other expenses (attach schedule).......		872			872
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	78,660		48,587	0	13,017
25	Contributions, gifts, grants paid........	271,348				271,348
26	Total expenses and disbursements. Add lines 24 and 25	350,008		48,587	0	284,365
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	224,753
b	Net investment income (if negative, enter -0-)			526,174
c	Adjusted net income (if negative, enter -0-)...				0

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2014)

Form 990-PF (2014)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........	102,792	241,979	241,979
	3	Accounts receivable
		Less: allowance for doubtful accounts		0	0
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts 0
	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)........	76,106	77,619	123,850
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	5,040,087	5,256,091	6,044,122
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	5,218,985	5,575,689	6,409,951
	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 )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted...................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........	5,155,267	5,567,027
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	63,718	8,662
	30	Total net assets or fund balances (see instructions)......	5,218,985	5,575,689
	31	Total liabilities and net assets/fund balances (see instructions)..	5,218,985	5,575,689

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	5,218,985
2	Enter amount from Part I, line 27a.....................	2	224,753
3	Other increases not included in line 2 (itemize)	3	131,951
4	Add lines 1, 2, and 3..........................	4	5,575,689
5	Decreases not included in line 2 (itemize)	5	0
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	5,575,689

Form 990-PF (2014)

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	761.731 MFS VALUE FUND CLASS I		2012-03-05	2014-01-13
b	1. NORTHWEST PIPE CO		2001-01-01	2014-01-13
c	350.263 HARBOR FD CAP APPRECIATION FD		2010-06-09	2014-01-16
d	601.504 MFS VALUE FUND CLASS I		2012-03-05	2014-01-16
e	2. AARON'S INC CLASS A		2006-06-22	2014-01-17
	2. CAI INTERNATIONAL INC		2013-10-30	2014-01-17
	2. DIGITAL RIV INC		2012-02-15	2014-01-17
	2. EATON VANCE CORP COM NON VTG		2004-10-06	2014-01-17
	4. ENTEGRIS, INC		2012-09-11	2014-01-17
	2. FLIR SYSTEM INC		2004-10-06	2014-01-17
	8. FIRST POTOMAC RLTY TR		2009-10-05	2014-01-17
	2. GLOBAL PAYMENTS INC-W/I		2004-10-06	2014-01-17
	2. HORACE MANN EDUCATORS CORP NEW		2013-08-19	2014-01-17
	2. INTERNATIONAL SPEEDWAY CORP CL A		2013-01-29	2014-01-17
	2. MEDICAL PROPERTIES TRUST INC		2009-09-03	2014-01-17
	10. MERITAGE HOMES CORPORATION			2014-01-17
	2. PROTECTIVE LIFE CORP MERGED 2/2/2015 @ $70.00 P/S		2009-03-30	2014-01-17
	2. SANMINA CORP		2013-10-08	2014-01-17
	2. SAPIENT CORP		2013-09-25	2014-01-17
	10. SWIFT ENERGY CO		2013-11-20	2014-01-17
	2. VALSPAR CORP		2004-10-06	2014-01-17
	.5 ONE GAS INC-W/I		2004-10-06	2014-02-07
	5. ONE GAS INC-W/I			2014-02-11
	933.532 ARTISAN MID CAP VALUE FUND FD 1464			2014-03-03
	55. AARON'S INC CLASS A			2014-03-10
	535.223 HARBOR FD INTL FD			2014-03-19
	3014.772 MFS VALUE FUND CLASS I		2012-03-05	2014-03-19
	12337.662 PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD INSTL CL		2009-05-20	2014-03-19
	136.705 PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD INSTL CL		2013-12-11	2014-05-08
	2463.295 PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD INSTL CL			2014-05-08
	46. AMCOL INTL CORP MERGED 05/09/14 @ $45.75 P/S			2014-05-12
	4. PROTECTIVE LIFE CORP MERGED 2/2/2015 @ $70.00 P/S		2009-03-30	2014-06-03
	715.258 PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD INSTL CL		2013-12-11	2014-06-05
	13021.006 PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD INSTL CL			2014-06-05
	631.22 ARTISAN MID CAP VALUE FUND FD 1464			2014-06-06
	5782.862 ARTISAN MID CAP VALUE FUND FD 1464			2014-06-06
	4816.599 GOLDMAN SACHS GRTH OPPOR INSTIT CLASS		2013-03-13	2014-06-06
	638.774 GOLDMAN SACHS GRTH OPPOR INSTIT CLASS		2014-03-03	2014-06-06
	82. HARBOR FD INTL FD		2007-12-19	2014-06-20
	186.991 HARBOR FD INTL FD		2010-03-10	2014-06-20
	513.084 HARBOR FD CAP APPRECIATION FD		2010-06-09	2014-06-20
	321. T ROWE PRICE GROWTH STOCK FUND			2014-06-20
	242.673 T ROWE PRICE GROWTH STOCK FUND		2004-10-07	2014-06-20
	1. STEC INC MERGED 9/13/2013 @ $6.85 P/S		2001-01-01	2014-06-23
	1691.189 HARBOR FD CAP APPRECIATION FD		2010-06-09	2014-06-27
	22831.05 PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD INSTL CL			2014-07-25
	2. AMERICAN EQUITY INVT LIFE HLDG		2012-09-19	2014-07-31
	2. BRISTOW GROUP INC		2010-08-11	2014-07-31
	2. CAI INTERNATIONAL INC		2013-10-30	2014-07-31
	2. ENTEGRIS, INC		2012-09-11	2014-07-31
	2. FIRST POTOMAC RLTY TR		2009-10-05	2014-07-31
	4. MEDICAL PROPERTIES TRUST INC		2009-09-03	2014-07-31
	2. NEWPARK RESOURCES INC NEW		2012-08-01	2014-07-31
	2. STATE AUTO FINANCIAL CORP		2006-11-16	2014-07-31
	2. TAL INTERNATIONAL GROUP INC		2014-05-05	2014-07-31
	2. TELEDYNE TECHNOLOGIES INC		2008-10-30	2014-07-31
	2. TIMKEN CO		2006-03-22	2014-07-31
	2. TRUSTMARK CORP		2008-11-21	2014-07-31
	2. UNITED BANKSHARES INC W VIRGINIA			2014-07-31
	2. WGL HLDGS INC		2008-10-22	2014-07-31
	45.328 PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD INSTL CL		2012-12-12	2014-09-26
	77537.577 PIMCO FDS PAC INVT MGMT SER TOTAL RETURN FD INSTL CL			2014-09-26
	2. ASTORIA FINL CORP		2009-03-04	2014-10-06
	2. CABOT MICROELECTRONICS CORP		2012-07-27	2014-10-06
	2. COHERENT INC		2013-03-26	2014-10-06
	2. EPIQ SYSTEMS INC		2013-10-30	2014-10-06
	2. ENTEGRIS, INC		2012-09-11	2014-10-06
	2. FLIR SYSTEM INC		2004-10-06	2014-10-06
	2. FIRST POTOMAC RLTY TR		2009-10-05	2014-10-06
	2. FRANKLIN ELECTRIC INC		2011-05-04	2014-10-06
	2. GATX CORP		2013-04-10	2014-10-06
	2. HEALTHWAYS INC		2013-11-07	2014-10-06
	2. HEXCEL CORP		2006-05-16	2014-10-06
	2. ITRON, INC.		2012-01-09	2014-10-06
	2. MEDICAL PROPERTIES TRUST INC		2009-09-03	2014-10-06
	4. MOLINA HEALTHCARE INC		2014-07-31	2014-10-06
	2. NEWPARK RESOURCES INC NEW		2012-08-01	2014-10-06
	2. SAPIENT CORP		2014-08-15	2014-10-06
	2. SWIFT ENERGY CO		2013-11-20	2014-10-06
	1. SUNPOWER CORP-CLASS A		2001-01-01	2014-10-15
	1. DELL COMPUTER CORP NAME CHG 7/22/03 SEE 24702R101		2001-01-01	2014-10-24
	25. URS CORP NEW		2006-01-17	2014-10-27
	263.992 T ROWE PRICE GROWTH STOCK FUND		2004-10-07	2014-11-03
	166.736 ROWE PRICE NEW HORIZONS FUND INC CAP		2013-08-08	2014-11-03
	20. DIGITAL RIV INC			2014-11-05
	9. DIGITAL RIV INC		2008-08-19	2014-11-06
	26. DIGITAL RIV INC		2008-08-19	2014-11-07
	.855 ENOVA INTERNATIONAL INC-W/I		2007-01-26	2014-11-19
	2. CANTEL MEDICAL CORP		2010-06-11	2014-12-03
	2. ENERSYS		2011-08-11	2014-12-03
	3. FAIRCHILD SEMICON INTL		2014-11-07	2014-12-03
	22. INTERNATIONAL SPEEDWAY CORP CL A		2013-01-29	2014-12-03
	2. MEDNAX INC		2008-09-03	2014-12-03
	2. MONOLITHIC POWER SYSTEMS INC		2013-10-08	2014-12-03
	2. SANMINA CORP		2013-10-08	2014-12-03
	28. SAPIENT CORP		2014-08-15	2014-12-03
	26. SAPIENT CORP			2014-12-03
	2. UNITED FIRE GROUP INC		2009-02-19	2014-12-03
	26. INTERNATIONAL SPEEDWAY CORP CL A		2013-01-29	2014-12-04
	2572.016 FIDELITY ADVISOR FLOATING HIGH INCOME FUND I		2012-04-27	2014-12-05
	316.756 HARBOR FD CAP APPRECIATION FD		2010-06-09	2014-12-05
	103.498 ROWE PRICE NEW HORIZONS FUND INC CAP		2013-08-08	2014-12-05
	CAPITAL GAIN DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	25,000	18,693	6,307
b	41	25	16
c	20,000	10,676	9,324
d	20,000	14,761	5,239
e	54	33	21
	43	44	-1
	37	35	2
	82	41	41
	45	36	9
	67	30	37
	100	90	10
	139	53	86
	59	56	3
	74	55	19
	25	14	11
	451	241	210
	106	10	96
	32	33	-1
	34	31	3
	127	134	-7
	144	47	97
	17	3	14
	164	38	126
	25,000	17,479	7,521
	1,712	977	735
	37,000	29,160	7,840
	100,000	73,983	26,017
	133,000	129,052	3,948
	1,489	1,470	19
	26,825	27,468	-643
	2,105	1,610	495
	234	20	214
	7,811	7,689	122
	142,189	141,725	464
	17,592	11,922	5,670
	161,168	116,123	45,045
	149,989	130,000	19,989
	19,891	20,000	-109
	6,139	5,661	478
	14,000	10,198	3,802
	30,000	15,639	14,361
	17,196	10,383	6,813
	13,000	5,960	7,040
	51	25	26
	100,000	51,547	48,453
	250,000	249,492	508
	44	24	20
	142	65	77
	38	44	-6
	23	18	5
	27	23	4
	54	29	25
	25	14	11
	42	68	-26
	89	84	5
	183	87	96
	88	46	42
	46	33	13
	65	48	17
	78	57	21
	493	515	-22
	842,833	862,321	-19,488
	25	14	11
	84	59	25
	121	112	9
	37	31	6
	23	18	5
	61	30	31
	24	23	1
	70	44	26
	118	106	12
	31	24	7
	78	45	33
	79	75	4
	25	14	11
	169	163	6
	23	14	9
	29	29
	17	27	-10
	15	15
	143		143
	1,350	1,013	337
	15,000	6,484	8,516
	8,000	7,256	744
	492	442	50
	222	384	-162
	640	1,109	-469
	20	20
	87	15	72
	121	36	85
	49	46	3
	689	607	82
	131	57	74
	97	60	37
	50	33	17
	694	402	292
	645	412	233
	57	39	18
	812	717	95
	25,000	25,283	-283
	20,000	9,655	10,345
	5,000	4,504	496
			224,821

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			6,307
b			16
c			9,324
d			5,239
e			21
			-1
			2
			41
			9
			37
			10
			86
			3
			19
			11
			210
			96
			-1
			3
			-7
			97
			14
			126
			7,521
			735
			7,840
			26,017
			3,948
			19
			-643
			495
			214
			122
			464
			5,670
			45,045
			19,989
			-109
			478
			3,802
			14,361
			6,813
			7,040
			26
			48,453
			508
			20
			77
			-6
			5
			4
			25
			11
			-26
			5
			96
			42
			13
			17
			21
			-22
			-19,488
			11
			25
			9
			6
			5
			31
			1
			26
			12
			7
			33
			4
			11
			6
			9

			-10

			143
			337
			8,516
			744
			50
			-162
			-469

			72
			85
			3
			82
			74
			37
			17
			292
			233
			18
			95
			-283
			10,345
			496

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	446,996
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2013	277,754	5,882,424	0.047218
2012	268,749	5,468,153	0.049148
2011	256,015	5,391,725	0.047483
2010	274,757	5,049,675	0.054411
2009	294,277	4,590,212	0.06411

2	Total of line 1, column (d) ......................	2	0.26237
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	0.052474
4	Enter the net value of noncharitable-use assets for 2014 from Part X, line 5.....	4	6,328,199
5	Multiply line 4 by line 3.......................	5	332,066
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	5,262
7	Add lines 5 and 6.........................	7	337,328
8	Enter qualifying distributions from Part XII, line 4..............	8	284,365
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (2014)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	10,523
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2...........................	3	10,523
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	10,523
6	Credits/Payments:

a	2014 estimated tax payments and 2013 overpayment credited to 2014	6a	11,868
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c	0
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	11,868
8	Enter any penalty for underpayment of estimated tax. Check hereif 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.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	1,345
11	Enter the amount of line 10 to be: Credited to 2015 estimated tax1,345	Refunded	11	0

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions

for definition)?.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?

If "Yes," complete Part XIV.............................

Form 990-PF (2014)

Page 5

Part VII-A

Statements Regarding Activities (continued)

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement (see instructions).................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

The books are in care of bullet

PNC BANK NA Telephone no. bullet

(412) 762-0861

Located at bullet

620 LIBERTY AVENUEPITTSBURGHPA ZIP+4 bullet

152222705

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

16 At any time during calendar year 2014, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country?

16 No

See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet

Form 990-PF (2014)

Page 6

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2014?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2014, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2014?...............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?........................YesNo

If "Yes," did it have excess business holdings in 2014 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 2014.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? (see instructions)..................YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?.......................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2014)

Page 7

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
PNC BANK N A	TRUSTEE 12	60,724
620 LIBERTY AVENUE PITTSBURGH,PA15222	TRUSTEE 12	60,724

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...................				0

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2014)

Page 8

Part IX-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

6,424,568

Average of monthly cash balances.......................

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

6,424,568

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

6,424,568

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

instructions) .............................

96,369

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

6,328,199

Minimum investment return. Enter 5% of line 5..................

316,410

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

316,410

Tax on investment income for 2014 from Part VI, line 5......

10,523

Income tax for 2014. (This does not include the tax from Part VI.)...

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

10,523

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

305,887

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

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

305,887

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

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...

305,887

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

284,365

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

284,365

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see instructions).................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

284,365

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2014)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2013	(c) 2013	(d) 2014
1 Distributable amount for 2014 from Part XI, line 7					305,887
2 Undistributed income, if any, as of the end of 2014:
a Enter amount for 2013 only.......				94,942
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2014:
a From 2009.......	0
b From 2010.......	0
c From 2011.......	0
d From 2012.......	0
e From 2013.......	0
fTotal of lines 3a through e.........		0
4Qualifying distributions for 2014 from Part
XII, line 4: $ 284,365
a Applied to 2013, but not more than line 2a					94,942
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 2014 distributable amount.....					189,423
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2014.		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		0
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 2013. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2014. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2015 ..........					116,464
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
8Excess distributions carryover from 2009 not applied on line 5 or line 7 (see instructions) ...		0
9Excess distributions carryover to 2015. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2010....	0
b Excess from 2011....	0
c Excess from 2012....	0
d Excess from 2013....	0
e Excess from 2014....	0

Form 990-PF (2014)

Page 10

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2014, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2014	(b) 2013	(c) 2012	(d) 2011	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ...........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number or email address of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2014)

Page 11

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
AMERICAN HEART ASSOCIATION INC ATTN BRIAN FENELON BEQUEST ADMIN PO BOX 22249 ST PETERSBURG,FL337422249	NONE	PC	GENERAL SUPPORT	24,668
AMERICAN LUNG ASSOC OF THE MIDLAND STATES INC DUBLIN,OH43016	NONE	PC	GENERAL SUPPORT	24,668
ST JOSEPH'S CHILDRENS HOME ATTN PAM COTTON EXECUTIVE DIRECTOR LOUISVILLE,KY402062639	NONE	PC	GENERAL SUPPORT	24,668
BOYS' AND GIRLS HAVEN 2301 GOLDSMITH LANE LOUISVILLE,KY40218	NONE	PC	GENERAL SUPPORT	24,668
VOLUNTEERS OF AMERICA OF KY ATTN TOM GEORGE 570 S FOURTH STREET SUITE 100 LOUISVILLE,KY40202	NONE	PC	GENERAL SUPPORT	24,668
CHILDRENS HOSPITAL FDN INC 234 E GRAY ST SUITE 450 LOUISVILLE,KY402021902	NONE	PC	GENERAL SUPPORT	24,668
THE SALVATION ARMY PO BOX 1149 LOUISVILLE,KY402011149	NONE	PC	GENERAL SUPPORT	24,668
CEDAR LAKE LODGE ATTN GREG SIMPSON 9505 WILLIAMSBURGH PLAZA 200 LOUISVILLE,KY40222	NONE	PC	GENERAL SUPPORT	24,668
WAYSIDE CHRISTIAN MISSION POST OFFICE BOX 7249 LOUISVILLE,KY40257	NONE	PC	GENERAL SUPPORT	24,668
KENTUCKY SCHOOL FOR THE BLIND ATTN MR RICK RICKS CHAR FDN LOUISVILLE,KY402062033	NONE	PC	GENERAL SUPPORT	24,668
SISTERS OF ST FRANCES HEALTH SISTER ANN KATHLEEN MAGIERA MISHAWAKA,IN465461290	NONE	PC	GENERAL SUPPORT	24,668
Total ................................. 3a				271,348

bApproved for future payment

Total ................................. 3b

Form 990-PF (2014)

Page 12

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............
4 Dividends and interest from securities....			14	127,765
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	446,996
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)..				574,761

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

13574,761

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2014)

Page 13

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political

Yes

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2014)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2014 InvestmentsOtherSchedule2

Name:

OPAL GODFREY BRENAN CHARITABLE TR UA 03021995

EIN: 61-6286993

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
MUTUAL FUNDS - FIXED	AT COST	2,108,717	2,078,365
MUTUAL FUNDS - EQUITY	AT COST	3,147,374	3,965,757

- TIN:

TY 2014 OtherExpensesSchedule

Name:

OPAL GODFREY BRENAN CHARITABLE TR UA 03021995

EIN: 61-6286993

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
OTHER ALLOCABLE EXPENSES - 2%	872	0		872

- TIN:

TY 2014 OtherIncreasesSchedule

Name:

OPAL GODFREY BRENAN CHARITABLE TR UA 03021995

EIN: 61-6286993

Description	Amount

- TIN:

TY 2014 TaxesSchedule

Name:

OPAL GODFREY BRENAN CHARITABLE TR UA 03021995

EIN: 61-6286993

Category	Amount	Net Investment Income
FOREIGN TAXES	8	8
FEDERAL TAX PAYMENT - PRIOR YE	5,188	0
FEDERAL ESTIMATES - PRINCIPAL	11,868	0