Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation 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
HILLSDALE FUND INC
 

Number and street (or P.O. box number if mail is not delivered to street address)C/O PIEDMONT TRUST CO BOX 20124   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
GREENSBORO, NC27420
A Employer identification number

56-6057433
B Telephone number (see instructions)

(336) 574-8699
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$32,190,036J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
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).............. 20,734
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments 13 13  
4 Dividends and interest from securities...... 35 606,719  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10  
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 2,494,719
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 922,148 101,893  
12 Total. Add lines 1 through 11........ 942,930 3,203,344  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages...... 64,252     64,252
15 Pension plans, employee benefits....... 3,195     3,195
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 275 275    
17 Interest...............   53,390    
18 Taxes (attach schedule) (see instructions)... Click to see attachment 105,554 23,052    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 29,952     29,952
21 Travel, conferences, and meetings....... 7,468     7,468
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 150,008 424,452   30,799
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 360,704 501,169   135,666
25 Contributions, gifts, grants paid........ 1,347,108 1,347,108
26 Total expenses and disbursements. Add lines 24 and 25 1,707,812 501,169   1,482,774
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -764,882
b Net investment income (if negative, enter -0-) 2,702,175
c Adjusted net income (if negative, enter -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 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............... 33,369 46,251 46,251
2 Savings and temporary cash investments.......... 292,180 214,416 214,416
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........      
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment25,824,433 Click to see attachment27,143,009 Click to see attachment31,929,369
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 26,149,982 27,403,676 32,190,036
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)..........   0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted...................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 26,149,982 27,403,676
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)...... 26,149,982 27,403,676
31 Total liabilities and net assets/fund balances (see instructions).. 26,149,982 27,403,676
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 26,149,982
2 Enter amount from Part I, line 27a..................... 2 -764,882
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 2,940,679
4 Add lines 1, 2, and 3.......................... 4 28,325,779
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 922,103
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 27,403,676
Form 990-PF (2014)
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.)
1a
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 2,494,719
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2013 1,426,379 30,311,223 0.04706
2012 1,428,662 28,411,958 0.05028
2011 1,370,016 29,179,519 0.04695
2010 1,268,340 27,063,011 0.04687
2009 1,525,715 24,182,211 0.06309
2 Total of line 1, column (d) ...................... 2 0.25425
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 0.05085
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 32,167,862
5 Multiply line 4 by line 3....................... 5 1,635,736
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 27,022
7 Add lines 5 and 6......................... 7 1,662,758
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,482,774
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)
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 Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 54,044
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 54,044
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 54,044
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 43,345
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 34,500
d Backup withholding erroneously withheld ........... 6d 35
7 Total credits and payments. Add lines 6a through 6d.............. 7 77,880
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 132
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 23,704
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet23,704 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletNC
    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 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    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 ofbulletPIEDMONT TRUST COMPANY Telephone no.bullet (336) 574-8699
    Located atbullet701 GREEN VALLEY RDGREENSBORONC ZIP+4bullet27408
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    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)
    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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2014?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    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
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 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.)....................
    3b
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?
    4b
     
    No
    5a
    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))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
    No
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.......................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
    No
    Form 990-PF (2014)
    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
    LUNSFORD RICHARDSON Jr President
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    WILLIAM L R SMITH Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    MARGARET R WHITE Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    EUDORA L RICHARDSON Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    RICHARD G SMITH III Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    LUNSFORD R SMITH Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    SION A BONEY III Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    MARGARET W GALLAGHER Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    LAURINDA L DOUGLAS Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    JOHN PETER GALLAGHER Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    LOUISE B MCCOY Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    BARBARA R EVANS Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    JAMES L RICHARDSON Trustee
    4.00     		0    
    P O BOX 20124
    GREENSBORO,NC27420
    MARTIN M BONEY Trustee
    4.00     		0    
    PO BOX 20124
    GREENSBORO,NC27420
    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
    MARY SCOTT EXECUTIVE DIRECTOR
    20.00     		65,426 3,195  
    PO BOX 20124
    GREENSBORO,NC27420
    Total number of other employees paid over $50,000...................bullet  
    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
    PIEDMONT TRUST COMPANY ACCOUNTING 132,000
    PO BOX 20124
    GREENSBORO,NC27420
    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 N/A 0
    2  
    3  
    4  
    Form 990-PF (2014)
    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.)
    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
    32,253,371
    b
    Average of monthly cash balances.......................
    1b
    404,357
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    32,657,728
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    32,657,728
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    489,866
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    32,167,862
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,608,393
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,608,393
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    54,044
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    54,044
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,554,349
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    1,554,349
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,554,349
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    1,482,774
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,482,774
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,482,774
    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)
    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 1,554,349
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 1,320,989
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2014:
    a From 2009.......  
    b From 2010.......  
    c From 2011.......  
    d From 2012.......  
    e From 2013.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 1,482,774
    a Applied to 2013, but not more than line 2a 1,320,989
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2014 distributable amount..... 161,785
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2014.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		1,392,564
    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) .......     		 
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011....  
    c Excess from 2012....  
    d Excess from 2013....  
    e Excess from 2014....  
    Form 990-PF (2014)
    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 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) 2014 (b) 2013 (c) 2012 (d) 2011
             
    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).)
    LUNSFORD RICHARDSON Jr
    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:
    MARY SCOTT HILLSDALE FUND INC
    PO BOX 20124
    GREENSBORO,NC27420
    (336) 274-5471
    bThe form in which applications should be submitted and information and materials they should include:
    COMPLETED APPLICATION WITH A COPY OF INTERNAL REVENUE SERVICE EXEMPTION LETTER
    cAny submission deadlines:
    DEADLINES VARY EACH YEAR, ONE IN SPRING AND ONE IN FALL
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    Form 990-PF (2014)
    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)
    aPaid during the year
    UNITED ARTS COUNCIL OF GREATER GSO
    200 N DAVIE STREET
    GREENSBORO,NC27401     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    PIEDMONT ENVIROMENTAL COUNCIL
    PO BOX 460
    WARRENTON,VA20188     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    WOODBERRY FOREST SCHOOL
    117 WOODBERRY STATION
    WOODBERRY FOREST,VA22989     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 82,500
    VIRGINIA EASTERN SHORE LAND TRUST
    PO BOX 1114
    EXMORE,VA23350     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,000
    CONSORT MUSICK INC
    PO BOX 1913
    NEW YORK,NY10159     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    ROCK AND ROLL HALL OF FAME AND MUSE
    1100 ROCK ROLL BLVD
    CLEVELAND,OH44114     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    THE PLAINS VOLUNTEER FIRE COMPANY
    PO BOX 93
    THE PLAINS,VA20198     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    UNITED WAY OF GREATER GREENSBORO
    1500 YANCEYVILLE ST
    GREENSBORO,NC27405     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 7,500
    FRIENDS OF THE RAPPAHANNOCK INC
    3219 FALL HILL AVENUE
    FREDERICKSBURG,VA22401     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    RAVENSCROFT SCHOOL
    7409 FALLS OF NEUSE ROAD
    RALEIGH,NC27615     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    PROMUSICA CHAMBER ORCHESTRA
    243 NORTH FIFTH STREET SUITE 202
    COLUMBUS,OH43215     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 3,000
    RURAL ADVANCEMENT FOUNDATION INTL
    PO BOX 640
    PITTSBORO,NC27312     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 50,000
    FORE HOPE INC
    1169 DUBLIN ROAD
    COLUMBUS,OH43215     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 6,000
    NATIONAL INTERCOLLEGIATE FLYING ASS
    PO BOX 15081
    MONROE,LA71207     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 19,800
    SEAL HARBOR VILLAGE IMPRVMT SOCIETY
    PO BOX 171
    SEAL HARBOR,ME04675     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    NATIVITY OF THE THEOTOKOS GREEK ORT
    121 ST ELIAS LANE
    SAXONBURG,PA16056     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 1,000
    NANTUCKET ATHENEUM
    1 INDIA STREET
    NANTUCKET,MA02554     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    GREENSBORO URBAN MINISTRIES
    305 WEST LEE STREET
    GREENSBORO,NC27406     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    HEARTS OF THE FATHER OUTREACH
    241 MAIN STREET
    SHEFFIELD,MA01257     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,000
    SAINT MARYS SCHOOL
    900 HILLSBOROUGH STREET
    RALEIGH,NC27603     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 12,500
    BELL BUCKLE UNITED METHODIST CHURCH
    PO BOX 357
    BELL BUCKLE,TN37020     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    GEORGE MASON UNIVERSITY FOUNDATION
    10900 UNIVERSITY BLVD MS 5D2
    MANASSAS,VA20110     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    INITIATIVE TO EDUCATE AFGHAN WOMEN
    PO BOX 603188
    PROVIDENCE,RI02906     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    VIRGINIA ORGANIZING INC
    703 CONCORD AVE
    CHARLOTTESVILLE,VA22903     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    AFTER-SCHOOL ALL STARS OHIO
    263 CARPENTER STREET 2ND FLOOR
    COLUMBUS,OH43205     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    DAVIDSON COLLEGE
    PO BOX 7175
    DAVIDSON,NC28035     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 30,000
    OHIO STATE UNIVERSITY FOUNDATION
    2020 BLANKENSHIP HALL
    COLUMBUS,OH43210     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    WESTMINSTER SCHOOL
    995 HOPEMEADOW STREET
    SIMSBURY,CT06070     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 54,000
    NANTUCKET CONSERVATION FOUNDATION I
    PO BOX 13
    NANTUCKET,MA02554     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    SALVATION ARMY
    1311 S EUGENE STREET
    GREENSBORO,NC27406     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    BLUE RIDGE WILDLIFE CENTER
    PO BOX 326
    MILLWOOD,VA22646     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    THE MADEIRA SCHOOL
    8328 GEORGETOWN PIKE
    MCLEAN,VA22102     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 65,000
    ABC of NC Child Development Center
    3904 Old Vineyard Road
    Winston Salem,NC27104     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    Adult Center for Enrichment Inc
    11 Oak Branch Drive Suite B
    Greensboro,NC27407     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    Alliance Medical Ministry Inc
    101 Donald Ross Drive
    Raleigh,NC27610     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    Argie Cooper Public Library Foundat
    220 South Jefferson Street
    Shelbyville,TN37160     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    Bridges Outreach Inc
    PO Box 1444
    Summit,NJ07902     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    Business of Art Center dba Manitou
    513 Manitou Avenue
    Manitou Springs,CO80829     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 55,000
    Cabarrus County Education Foundatio
    990 Lee-Ann Drive
    Concord,NC28025     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    Christmas House Inc
    PO Box 3543
    Chapel Hill,NC27515     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    Clean Fuels Ohio
    530 W Spring St Suite 250
    Columbus,OH43125     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 12,500
    Community Foundation of Greater Grn
    330 South Greene St
    Greensboro,NC27401     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 50,000
    Craig Hospital Foundation
    3425 S Clarkson Street
    Englewood,CO80113     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    Curamericas Global
    318 West Millbrook Road Suite 105
    Raleigh,NC27609     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 50,000
    Cushing Academy Trustees
    39 School Street
    Ashburnham,MA01430     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    Eastern Music Festival
    PO Box 22026
    Greensboro,NC27420     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    Elon University - School of Law
    201 N Greene Street
    Greensboro,NC27401     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    Environmental Defense Inc - NC Chap
    4000 Westchase Blvd
    Raleigh,NC27607     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    Family Promise of Greater Guilford
    PO Box 4896
    Greensboro,NC27404     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    Fauquier Free Clinic Inc
    PO Box 3138
    Warrenton,VA20188     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    Friends of the NC Museum of Nat Sci
    PO Box 26928
    Raleigh,NC27611     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    Girl Scouts NC Coastal Pines Inc
    6901 Pinecrest Road
    Raleigh,NC27613     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    Greensboro Farmer's Market
    PO Box 2617
    Greensboro,NC27402     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 7,500
    Guilford Education Alliance
    902 Bonner Drive
    Jamestown,NC27282     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    Haven of Hope Inc
    300 Hillsboro Blvd
    Manchester,TN37355     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 13,000
    Hospice and Palliative Care of Grsb
    2500 Summit Avenue
    Greensboro,NC27405     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    House of Mercy Inc
    100 McCauley Circle
    Belmont,NC28012     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 3,469
    KidzNotes Inc
    423 Morris Street
    Durham,NC27701     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    Middle Peninsula Chesapeake Bay Pub
    125 Bowden Street
    Saluda,VA23149     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 3,000
    MOC Beagles Inc
    PO Box 346
    Middleburg,VA20118     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 2,500
    Moses H Cone Mem Hospital Operating
    1200 N Elm Street
    Greensboro,NC27401     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    Natural Resources Council of Maine
    3 Wade Street
    Augusta,ME04330     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    Elkin Valley Trails Association
    PO Box 91
    Elkin,NC28621     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 32,000
    Northern VA Therapeutic Riding Prog
    6429 Clifton Road
    Clifton,VA20124     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    OCEARCH
    1790 Bonanza Drive
    Park City,UT84060     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 1,000
    Old Salem Inc
    600 S Main Street
    Winston Salem,NC27101     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    Piedmont Community Foundation
    PO Box 1829
    Middleburg,VA20118     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    Pikes Peak Community Foundation
    730 N Nevada Avenue
    Colorado Springs,CO80903     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    Sayre School
    194 N Limestone
    Lexington,KY40507     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 15,000
    Second Harvest Food Bank of Middle
    331 Great Circle Road
    Nashville,TN37228     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    St Charles Preparatory School
    250 East Broad Street
    Columbus,OH43215     		NONE SO II THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    St Francis de Sales School
    38 Granville Street
    Newark,OH43055     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 6,839
    StepUP Ministry
    1701 Oberlin Road
    Raleigh,NC27608     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    Sudden Cardiac Arrest Foundation
    7500 Brooktree Road
    Wexford,PA15090     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    Town of the Plains
    PO Box 104
    The Plains,VA20198     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    Trustees of Boston College
    140 Commonwealth Avenue
    Chestnut Hill,MA02467     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 50,000
    Union Presbyterian Seminary
    3401 Brook Road
    Richmond,VA23227     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 20,000
    UNC - For WUNC Radio
    120 Friday Center
    Chapel Hill,NC27517     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 10,000
    UNC School of Arts Foundation Inc
    1533 South Main Street
    Winston Salem,NC27127     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 25,000
    White Memorial Presbyterian Church
    1704 Oberlin Road
    Raleigh,NC27608     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    Yadkin Arts Council
    PO Box 667
    Yadkinville,NC27055     		NONE PC THE PURPOSE OF EACH GRANT IS TO ASSIST THE TAX EXEMPT ORGANIZATION TO CARRY OUT ITS EXEMPT PURPOSE. 5,000
    Total .................................bullet 3a 1,347,108
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2014)
    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
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    14 13  
    4 Dividends and interest from securities....     14 35  
    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..... 532000 111,090 16 811,013  
    8
    Gain or (loss) from sales of assets other than inventory .............     		         
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aInsurance Refund         24
    bPayroll Tax Refund         21
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 111,090 811,061 45
    13Total. Add line 12, columns (b), (d), and (e)..................
    13922,196
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    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) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2014)
    Additional Data


    Software ID: 14000265
    Software Version: 2014v5.0


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2014
    Name of the organization
    HILLSDALE FUND INC
     
    Employer identification number

    56-6057433
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 2
    Name of organization
    HILLSDALE FUND INC
          		Employer identification number

    56-6057433
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    L RICHARDSON JR CH LEAD TR  
    P O BOX 20124
     
    GREENSBORO, NC27420

    		$20,734


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 3
    Name of organization
    HILLSDALE FUND INC
          		Employer identification number

    56-6057433
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 4
    Name of organization
    HILLSDALE FUND INC
          		Employer identification number

    56-6057433
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
    that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Additional Data


    Software ID: 14000265
    Software Version: 2014v5.0

    TY 2014 ContractorCompensationExpln
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Contractor Explanation
    ACCOUNTING AND GRANT ADMINISTRATION SERVICES

    TY 2014 GeneralExplanationAttachment
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Identifier Return Reference Explanation
      General Explanation Supplemental Information for Form 990-PF FORM 990 - PFPART I. ANALYSIS OF REVENUE & EXPENSES LINE 3. INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS (A)REVENUE & EXPENSES (B) NET INVESTMENT PER BOOKS INCOME INTEREST - CHECKING 13.00 13.00 TOTAL LINE 3 13.00 13.00 LINE 4. DIVIDENDS AND INTEREST FROM SECURITIES TAX EXEMPT INTEREST - NT 35.00 0.00 PIEDMONT ASSOCIATES INVESTMENT FUND LLC K-1 INTEREST 0.00 53,828.00 DIVIDENDS 0.00 383,417.00 PIEDMONT SOUTHEASTERN INVESTMENT FUND LLC K-1 DIVIDENDS 0.00 169,474.00 TOTAL LINE 4 35.00 606,719.00 PART IV. CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME LINE 2. CAPITAL GAIN NET INCOME OR (NET CAPITAL LOSS) PIEDMONT ASSOCIATES INVESTMENT FUND LLC K-1 NET SHORT TERM CAPITAL GAIN (LOSS) 80,030.00 NET SHORT TERM SECTION 1256 (14,911.00) NET LONG TERM CAPITAL GAIN (LOSS) 2,438,554.00 NET LONG TERM SECTION 1256 (22,367.00) NET SECTION 1231 GAIN(LOSS) 9,543.00 PIEDMONT SOUTHEASTERN INVESTMENT FUND LLC K-1 NET LONG TERM CAPITAL GAIN(LOSS) 3,870.00 TOTAL 2014 NET CAPITAL GAIN (LOSS) $ 2,494,719.00

    TY 2014 OtherAssetsSchedule
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    PIEDMONT ASSOCIATES INVESTMENT FUND LLC 21,047,227 22,301,344 27,202,959
    PIEDMONT SOUTHEASTERN INVT FUND LLC 4,777,206 4,841,665 4,726,410


    TY 2014 OtherDecreasesSchedule
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Description Amount
       
       


    TY 2014 OtherExpensesSchedule
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCTG,CHARITABLE & GRANT ADMINISTRATION 132,000 118,800   13,200
    Charitable Expenses - PAIF LLC       13
    COMPUTER SERVICES 4,654     4,654
    INSURANCE 1,204     1,204
    INVESTMENT & ADVISOR FEES-PAIF   294,430    
    INVESTMENT & ADVISOR FEES-PSIF   11,222    
    MISCELLANEOUS EXPENSES 422      
    OFFICE SUPPLIES & EQUIPMENT 5,762     5,762
    PAYROLL TAXES 5,966     5,966


    TY 2014 OtherIncomeSchedule2
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Insurance Refund 24    
    Other Investment Income 922,103 101,893  
    Payroll Tax Refund 21    


    TY 2014 OtherIncreasesSchedule
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Description Amount
       
       


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK CUSTODY FEES 275 275 0 0


    TY 2014 TaxesSchedule
    Name:
    HILLSDALE FUND INC
    EIN: 56-6057433
    Software ID:14000265
    Software Version:2014v5.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES PAID   14,646    
    State income taxes paid 8,406 8,406    
    US TREASURY 97,148