Form990-PF

Department of the Treasury
Internal Revenue Service

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

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 557   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MARSHALL, VA201160557
A Employer identification number

54-1942771
B Telephone number (see instructions)

(540) 364-2470
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$20,590,885J 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).............. 6,500
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments 282 282  
4 Dividends and interest from securities...... 398,410 398,410  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 2,496,502
b Gross sales price for all assets on line 6a 14,103,986
7 Capital gain net income (from Part IV, line 2)... 2,496,502
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 389 389  
12 Total. Add lines 1 through 11........ 2,902,083 2,895,583  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages...... 18,000 9,000   9,000
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 4,955 2,478   2,477
c Other professional fees (attach schedule).... Click to see attachment 56,531 56,531   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 54,505 689   688
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 109 55   54
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 134,100 68,753   12,219
25 Contributions, gifts, grants paid........ 721,000 721,000
26 Total expenses and disbursements. Add lines 24 and 25 855,100 68,753   733,219
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 2,046,983
b Net investment income (if negative, enter -0-) 2,826,830
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............... 20,890 4,047 4,047
2 Savings and temporary cash investments.......... 247,482 305,493 305,493
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)........... 18,365,178 Click to see attachment20,370,993 20,281,345
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 18,633,550 20,680,533 20,590,885
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances 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......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 18,633,550 20,680,533
30 Total net assets or fund balances (see instructions)...... 18,633,550 20,680,533
31 Total liabilities and net assets/fund balances (see instructions).. 18,633,550 20,680,533
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 18,633,550
2 Enter amount from Part I, line 27a..................... 2 2,046,983
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 20,680,533
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 20,680,533
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.)
1 a PUBLICLY TRADED SECURITIES      
b CAPITAL GAINS DIVIDENDS P    
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 13,851,809   11,607,484 2,244,325
b 252,177     252,177
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       2,244,325
b       252,177
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 2,496,502
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 770,254 19,491,610 0.039517
2012 557,503 15,389,698 0.036226
2011 422,601 13,258,697 0.031873
2010 374,862 8,665,472 0.043259
2009 407,685 7,401,303 0.055083
2 Total of line 1, column (d) ...................... 2 0.205958
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 0.041192
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 20,688,240
5 Multiply line 4 by line 3....................... 5 852,190
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 28,268
7 Add lines 5 and 6......................... 7 880,458
8 Enter qualifying distributions from Part XII, line 4.............. 8 733,219
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 56,537
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 56,537
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 56,537
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 34,400
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 34,400
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 483
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 22,620
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet   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$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletVA
    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 ofbulletWISE FOUNDATION Telephone no.bullet (540) 364-2470
    Located atbulletPO BOX 557MARSHALLVA ZIP+4bullet201160557
    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
     
     
    .........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
     
     
    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
     
     
    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
     
     
    .........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
     
     
    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
    LEWIS B POLLARD PRESIDENT/SECRETARY/TREASURER/DIRECTOR
    2.00     		0 0 0
    10638 CREST HILL ROAD
    MARSHALL,VA20115
    LEWIS S WILEY VICE PRESIDENT/DIRECTOR
    2.00     		0 0 0
    PO BOX Y
    THE PLAINS,VA20198
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part 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)
    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.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    20,942,333
    b
    Average of monthly cash balances.......................
    1b
    60,956
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    21,003,289
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    21,003,289
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    315,049
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    20,688,240
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,034,412
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,034,412
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    56,537
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    56,537
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    977,875
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    977,875
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    977,875
    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
    733,219
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    733,219
    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
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    733,219
    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 7 977,875
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 720,745
    b Total for prior years:20, 20, 20 0
    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......... 0
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 733,219
    a Applied to 2013, but not more than line 2a 720,745
    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..... 12,474
    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 ..........     		965,401
    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....  
    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).)
    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 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)
    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
    MIDDLEBURG HUMANE FOUNDATION
    4094 WHITING ROAD
    MARSHALL,VA20115     		NONE PC ANIMAL WELFARE - GENERAL OPERATING FUND 5,000
    ASPCA INC
    78 W LEE STREET 200
    WARRENTON,VA20186     		NONE PC ANIMAL WELFARE - GENERAL OPERATING FUND 5,000
    MARION DUPONT SCOTT EQUINE MEDICAL CENTER
    17690 OLD WATERFORD ROAD
    LEESBURG,VA20176     		NONE PC ANIMAL WELFARE - GENERAL OPERATING FUND 5,000
    CANINE COMPANIONS NORTHEAST REGION
    286 MIDDLE ISLAND ROAD
    MEDFORD,NY11763     		NONE PC ANIMAL WELFARE - GENERAL OPERATING FUND 5,000
    A FOREVER HOME RESCUE FOUNDATION
    PO BOX 222801
    CHANTILLY,VA201532801     		NONE PC ANIMAL WELFARE - GENERAL OPERATING FUND 2,000
    SPROUT THERAPEUTIC RIDING AND EDUCATION CENTER
    40685 JOHN MOSBY HIGHWAY
    ALDIE,VA20105     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 1,000
    FAUQUIER COUNTY MENTAL HEALTH ASSOCIATION
    50 CULPEPER STREET
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 5,000
    AMATEUR RIDERS CLUB
    PO BOX 1877
    MIDDLEBURG,VA20118     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    NORTHERN VIRGINIA THERAPEUTIC RIDING PROGRAM INC
    6429 CLIFTON ROAD
    CLIFTON,VA20124     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 4,000
    BOULDER CREST RETREAT FOR WOUNDED WARRIORS
    18370 BLUEMONT VILLAGE LANE
    BLUEMONT,VA20135     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 5,000
    VERDUN ADVENTURE BOUND
    16436 CARPE DIEM ROAD
    RIXEYVILLE,VA22737     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    VIRGINIA HOME FOR BOYS & GIRLS
    8716 WEST BROAD STREET
    RICHMOND,VA23294     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    MIDDLEBURG COMMUNITY CENTER
    300 WEST WASHINGTON STREET
    MIDDLEBURG,VA20117     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 5,000
    FAUQUIER HABITAT FOR HUMANITY
    34 BECKHAM STREET
    WARRENTON,VA20188     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    FAUQUIER FAMILY SHELTER SERVICES
    PO BOX 3599
    WARRENTON,VA20188     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    WARRENTON RURITAN CLUB
    251 WEST LEE HIGHWAY
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 500
    LEEDS RURITAN CLUB
    5017 LEEDS MANOR ROAD
    HUME,VA22639     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 1,000
    PIEDMONT ENVIRONMENTAL COUNCIL
    PO BOX 460
    WARRENTON,VA20188     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 50,000
    HOSPICE OF FAUQUIER COUNTY INC
    42 NORTH 5TH STREET
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    NORTHERN VIRGINIA 4-H EDUCATIONAL CENTER
    600 4H CENTER DRIVE
    FRONT ROYAL,VA22630     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 22,000
    THE BOYS & GIRLS CLUB OF FAUQUIER
    169 KEITH STREET
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    MARSHALL RURITAN CLUB
    8400 SALEM AVENUE
    MARSHALL,VA20115     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 1,000
    LOUDOUN THERAPEUTIC RIDING
    41793 TUTT LANE
    LEESBURG,VA20176     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 2,000
    THE PLAINS COMMUNITY LEAGUE
    6473 MAIN STREET
    THE PLAINS,VA20198     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 5,000
    MUSEUM OF THE SHENANDOAH VALLEY
    901 AMHERST STREET
    WINCHESTER,VA22601     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 2,500
    RAINBOW THERAPEUTIC RIDING CENTER
    PO BOX 479
    HAYMARKET,VA20168     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 1,500
    PIEDMONT CHILD CARE CENTER
    PO BOX 244
    UPPERVILLE,VA20185     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 5,000
    FAUQUIER FREE CLINIC
    210 WEST SHIRLEY AVENUE
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 20,000
    HOSPICE OF THE RAPIDAN
    1200 SUNSET LANE
    CULPEPER,VA22701     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    PIEDMONT SYMPHONY ORCHESTRA
    597 BROADVIEW AVENUE
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 5,000
    FAUQUIER HEALTH FOUNDATION
    98 ALEXANDRIA PIKE SUITE 43
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 10,000
    MARSHALL UNITED METHODIST CHURCH (MUMPS)
    8405 WEST MAIN STREET
    MARSHALL,VA20116     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 3,000
    THE SALVATION ARMY
    62 WATERLOO STREET
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 2,000
    ANGEL FLIGHT
    4620 HAYGOOD ROAD
    VIRGINIA BEACH,VA23455     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 2,500
    SEVEN LOAVES FOOD PANTRY
    15 WEST WASHINGTON STREET
    MIDDLEBURG,VA20117     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 15,000
    VIRGINIA STATE GOLF ASSOCIATION (VSGA)
    600 FOUNDERS BRIDGE BLVD
    MIDLOTHIAN,VA23113     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 3,000
    FAUQUIER COUNTY FOOD BANK
    249 EAST SHIRLEY AVENUE
    WARRENTON,VA20186     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 15,000
    VIRGINIA HORSE CENTER FOUNDATION
    487 MAURY RIVER ROAD
    LEXINGTON,VA24450     		NONE PC COMMUNITY SERVICES - GENERAL OPERATING FUND 20,000
    COLORADO TIMBERLINE ACADEMY
    35554 US-550
    DURANGO,CO81301     		NONE PC EDUCATION - GENERAL OPERATING FUND 7,500
    UVA THE FRALIN MUSEUM OF ART
    155 RUGBY ROAD
    CHARLOTTESVILLE,VA22903     		NONE PC EDUCATION - GENERAL OPERATING FUND 20,000
    THE HILL SCHOOL
    860 BEECH STREET
    POTTSTOWN,PA19464     		NONE PC EDUCATION - GENERAL OPERATING FUND 10,000
    THE HILL SCHOOL
    130 SOUTH MADISON STREET
    MIDDLEBURG,VA20117     		NONE PC EDUCATION - GENERAL OPERATING FUND 4,000
    HIGHLAND SCHOOL
    597 BROADVIEW AVENUE
    WARRENTON,VA20186     		NONE PC EDUCATION - GENERAL OPERATING FUND 54,000
    TIMBER RIDGE SCHOOL
    3234 TIMBER RIDGE ROAD
    BEDFORD,VA24523     		NONE PC EDUCATION - GENERAL OPERATING FUND 5,000
    FLAGLER COLLEGE
    74 KING STREET
    ST AUGUSTINE,FL32084     		NONE PC EDUCATION - GENERAL OPERATING FUND 50,000
    BRIDGEWATER COLLEGE
    402 EAST COLLEGE STREET
    BRIDGEWATER,VA22812     		NONE PC EDUCATION - GENERAL OPERATING FUND 5,000
    HAMPDEN-SYDNEY COLLEGE
    1 COLLEGE ROAD
    FARMVILLE,VA23901     		NONE PC EDUCATION - GENERAL OPERATING FUND 10,000
    FLAGLER MUSEUM
    1 WHITEHALL WAY
    PALM BEACH,FL33480     		NONE PC EDUCATION - GENERAL OPERATING FUND 20,000
    LORD FAIRFAX COMMUNITY COLLEGE
    6480 COLLEGE STREET
    WARRENTON,VA20187     		NONE PC EDUCATION - GENERAL OPERATING FUND 3,000
    THE COMMUNITY MUSIC SCHOOL OF THE PIEDMONT
    9110 JOHN MOSBY HIGHWAY
    UPPERVILLE,VA20185     		NONE PC EDUCATION - GENERAL OPERATING FUND 1,500
    VIRGINIA UNION UNIVERSITY
    1500 NORTH LOMBARDY STREET
    RICHMOND,VA23220     		NONE PC EDUCATION - GENERAL OPERATING FUND 1,000
    WINDY HILL FOUNDATION
    400 VES ROAD
    LYNCHBURG,VA24503     		NONE PC EDUCATION - GENERAL OPERATING FUND 50,000
    JAMES MADISON UNIVERSITY
    800 SOUTH MAIN STREET
    HARRISONBURG,VA22807     		NONE PC EDUCATION - GENERAL OPERATING FUND 5,000
    OLDFIELDS SCHOOL
    1500 GLENCOE ROAD
    SPARKS GLENCOE,MD21152     		NONE PC EDUCATION - GENERAL OPERATING FUND 5,000
    BLUEMONT ARTISTS IN EDUCATION
    101 EAST MAIN STREET
    BERRYVILLE,VA22611     		NONE PC EDUCATION - GENERAL OPERATING FUND 1,000
    WINCHESTER ACADEMY
    5629 NORTH FREDERICK PIKE
    WINCHESTER,VA22603     		NONE PC EDUCATION - GENERAL OPERATING FUND 1,000
    THE PLAINS VOLUNTEER FIRE COMPANY
    4620 LOUDOUN AVENUE
    THE PLAINS,VA20198     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 15,000
    ORLEAN VOLUNTEER FIRE & RESCUE DEPARTMENT
    6838 LEEDS MANOR ROAD
    ORLEAN,VA20128     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 15,000
    MARSHALL VOLUNTEER FIRE DEPARTMENT
    4160 RECTORTOWN ROAD
    MARSHALL,VA20115     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 15,000
    MARSHALL VOLUNTEER RESCUE SQUAD
    8472 WEST MAIN STREET
    MARSHALL,VA20115     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 15,000
    MIDDLEBURG VOLUNTEER FIRE DEPARTMENT
    910 WEST WASHINGTON STREET
    MIDDLEBURG,VA20117     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 15,000
    UPPERVILLE VOLUNTEER FIRE DEPARTMENT
    9167 JOHN S MOSBY HIGHWAY
    UPPERVILLE,VA20184     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 15,000
    WESTMORELAND COUNTY COPLE DISTRICT VOLUNTEER FIRE DEPARTMENT
    123 YEOCOMICO LANE
    KINSALE,VA22488     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 15,000
    WARRENTON VOLUNTEER FIRE COMPANY
    167 WEST SHIRLEY AVENUE
    WARRENTON,VA20186     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 15,000
    VIRGINIA AIRBORNE SEARCH & RESCUE SQUAD
    10521 WAKEMAN DRIVE
    MANASSAS,VA20110     		NONE PC FIRE & RESCUE - GENERAL OPERATING FUND 5,000
    FAUQUIER HERITAGE & PRESERVATION FOUNDATION
    4110 WINCHESTER ROAD
    MARSHALL,VA20115     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 1,500
    MOSBY HERITAGE AREA ASSOCIATION
    1461 ATOKA ROAD
    MARSHALL,VA20115     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 2,500
    BUCHANAN HALL
    8549 JOHN S MOSBY HIGHWAY
    UPPERVILLE,VA20184     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 1,000
    WINDY HILL FOUNDATION
    102 WEST WASHINGTON STREET
    MIDDLEBURG,VA20117     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 2,000
    FRIENDS OF WESTON
    PO BOX 239
    WARRENTON,VA20188     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 3,000
    FOUNDATION OF THE STATE ARBORETUM
    400 BLANDY FARM LANE
    BOYCE,VA22620     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 2,500
    ROBERT E LEE MEMORIALSTRATFORD
    483 GREAT HOUSE ROAD
    STRATFORD,VA22558     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 6,000
    THE LAND TRUST OF VIRGINIA
    PO BOX 14
    MIDDLEBURG,VA20118     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 2,500
    LIBERTY GARDEN - KENAN
    PO BOX 128
    KENANSVILLE,NC28349     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 3,000
    SALEM MUSEUM
    801 EAST MAIN STREET
    SALEM,VA24153     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 4,000
    EMMANUEL EPISCOPAL CHURCH
    PO BOX 126
    DELAPLANE,VA20144     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 1,000
    MONTICELLO
    931 THOMAS JEFFERSON PARKWAY
    CHARLOTTESVILLE,VA22902     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 5,000
    NATIONAL SPORTING LIBRARY & MUSEUM
    102 THE PLAINS ROAD
    MIDDLEBURG,VA20117     		NONE PC HISTORIC PRESERVATION - GENERAL OPERATING FUND 1,000
    Total .................................bullet 3a 721,000
    bApproved for future payment
    Total .................................bullet 3b 0
    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 ............     		    14 282  
    4 Dividends and interest from securities....     14 398,410  
    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.....     14 389  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 2,496,502  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 2,895,583 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    132,895,583
    (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:  
    Software Version:  


    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
    WISE FOUNDATION
     
    Employer identification number

    54-1942771
    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
    WISE FOUNDATION
          		Employer identification number

    54-1942771
    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
    THE FLAGLER FOUNDATION
     

       
    PO BOX 14624
     
    RICHMOND, VA23221

    		$6,500


    (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
    WISE FOUNDATION
          		Employer identification number

    54-1942771
    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
    WISE FOUNDATION
          		Employer identification number

    54-1942771
    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:  
    Software Version:  

    TY 2014 AccountingFeesSchedule
    Name:
    WISE FOUNDATION
    EIN: 54-1942771
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 4,955 2,478   2,477

    TY 2014 InvestmentsOtherSchedule2
    Name:
    WISE FOUNDATION
    EIN: 54-1942771
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    13,419 SHS ISHARES DJ SELECT DIVIDEND ETF AT COST 1,014,557 1,065,469
    3,625 SHS ISHARES IBOXX INV GRADE CORP BOND ETF AT COST 432,589 432,861
    28,928 SHS ISHARES RUSSELL 1000 VALUE ETF AT COST 2,932,217 3,020,083
    31,799 SHS ISHARES RUSSELL 1000 GROWTH ETF AT COST 2,937,833 3,040,302
    5,792 SHS ISHARES BARCLAYS 3-7 YEAR ETF AT COST 716,175 708,420
    11,619 SHS ISHARES CORE MSCI PACIFIC ETF AT COST 602,482 549,346
    12,682 SHS ISHARES CORE MSCI EUROPE ETF AT COST 601,888 554,711
    8,769 SHS PIMCO 1-5 YEAR US TIPS INDEX ETF AT COST 467,257 453,620
    10,000.354 SHS CAMBIAR SMALL CAP FUND AT COST 188,600 200,207
    62,301.857 SHS BLACKSTONE ALTERNATIVE MULTI-STRATEGY FUND AT COST 626,734 624,265
    29,568.291 SHS BRANDES INTERNATIONAL SMALL CAP EQUITY FUND AT COST 401,633 361,620
    25,192.292 SHS EATON VANCE ATLANTA CAPITAL SMID CAP FUND AT COST 523,680 634,846
    55,856.165 SHS GOTHAM NEUTRAL FUND AT COST 636,217 612,742
    29,217.782 SHS MAINSTAY ICAP INTERNATIONAL FUND AT COST 1,005,217 958,051
    195,875.678 SHS MANNING & NAPIER FUND INC - WORLD OPPORTUNITIES SERIES FUND AT COST 1,458,276 1,435,769
    15,274.922 SHS OPPENHEIMER DEVELOPING MARKETS FUND AT COST 513,867 535,539
    8,215.419 SHS T ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND INC AT COST 165,007 210,150
    25,084.112 SHS VAN ECK EMERGING MARKETS FUND AT COST 402,600 372,750
    40,120.779 SHS WASATCH LONG/SHORT FUND AT COST 564,004 598,201
    56,174.647 SHS WELLS FARGO ADVANTAGE ABSOLUTE RETURN FUND AT COST 630,679 609,495
    103,745.158 SHS DOUBLELINE TOTAL RETURN BOND FUND AT COST 1,159,340 1,138,084
    55,698.446 SHS EATON VANCE FLOATING-RATE FUND AT COST 509,757 496,273
    49,866.834 SHS GOLDMAN SACHS LOCAL EMERGING MARKETS DEBT FUND AT COST 462,499 369,015
    40,442.552 SHS WESTERN ASSET MORTGAGE BACKED SECURITIES FUND AT COST 445,561 442,846
    44,221.114 SHS PIMCO EMERGING LOCAL BOND INSTL FUND AT COST 462,254 367,920
    42,911.356 SHS OSTERWEIS STRATEGIC INCOME FUND AT COST 510,070 488,760
    1 SH CLASS ACTION PENDING - TENET HEALTHCARE AT COST 0 0
    1 SH CLASS ACTION PENDING - KING PHARMACEUTICALS AT COST 0 0
    1 SH CLASS ACTION PENDING - MERRILL LYNCH/TYCO AT COST 0 0
    1 SH CLASS ACTION PENDING - CAREER EDUCATION AT COST 0 0
    1 SH CLASS ACTION PENDING - TENET HEALTHCARE CORP AT COST 0 0
    1 SH CLASS ACTION PENDING - AMERICAN INTERNATIONAL GROUP AT COST 0 0
    1 SH CLASS ACTION PENDING - MOTOROLA AT COST 0 0
    1 SH CLASS ACTION PENDING - DELL INC AT COST 0 0

    TY 2014 OtherExpensesSchedule
    Name:
    WISE FOUNDATION
    EIN: 54-1942771
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    POSTAGE 84 42   42
    DUE & SUBSCRIPTIONS 25 13   12


    TY 2014 OtherIncomeSchedule2
    Name:
    WISE FOUNDATION
    EIN: 54-1942771
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    LITIGATION PROCEEDS - AIG 389 389 389


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    WISE FOUNDATION
    EIN: 54-1942771
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 56,531 56,531   0


    TY 2014 TaxesSchedule
    Name:
    WISE FOUNDATION
    EIN: 54-1942771
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PAYROLL TAXES 1,377 689   688
    FEDERAL EXCISE TAXES 53,128 0   0