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
MATTINA R PROCTOR FOUNDATION
C/O BROUDE & HOCHBERG LLP

Number and street (or P.O. box number if mail is not delivered to street address)75 FEDERAL ST NO 1300   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BOSTON, MA021101921
A Employer identification number

11-1067014
B Telephone number (see instructions)

(617) 748-5100
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$15,408,037J 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)..............  
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 427,813 434,763  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 397,461
b Gross sales price for all assets on line 6a 859,807
7 Capital gain net income (from Part IV, line 2)... 601,856
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 32,596 43,952  
12 Total. Add lines 1 through 11........ 857,870 1,080,571  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 82,618 41,308   41,310
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 1,441 0   0
b Accounting fees (attach schedule)....... Click to see attachment 14,618 0   0
c Other professional fees (attach schedule).... Click to see attachment 132,648 55,400   77,248
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 11,661 649   0
19 Depreciation (attach schedule) and depletion...   3,293  
20 Occupancy..............        
21 Travel, conferences, and meetings....... 2,266 0   0
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 30,290 26,190   2,000
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 275,542 126,840   120,558
25 Contributions, gifts, grants paid........ 726,000 726,000
26 Total expenses and disbursements. Add lines 24 and 25 1,001,542 126,840   846,558
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -143,672
b Net investment income (if negative, enter -0-) 953,731
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............... 647 196,305 196,305
2 Savings and temporary cash investments.......... 386,295 509,312 509,312
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)........ 8,359,379 Click to see attachment7,895,578 14,680,420
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 attachment0 Click to see attachment22,000 Click to see attachment22,000
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 8,746,321 8,623,195 15,408,037
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......... 8,593,253 8,354,922
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 153,068 268,273
30 Total net assets or fund balances (see instructions)...... 8,746,321 8,623,195
31 Total liabilities and net assets/fund balances (see instructions).. 8,746,321 8,623,195
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 8,746,321
2 Enter amount from Part I, line 27a..................... 2 -143,672
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 22,000
4 Add lines 1, 2, and 3.......................... 4 8,624,649
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 1,454
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 8,623,195
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 CAMDEN NATL CORP, 500 SHS P 1989-11-08 2014-07-31
b CAMDEN NATL CORP, 300 SHS P 1989-11-08 2014-08-05
c CAMDEN NATL CORP, 500 SHS P 1989-11-08 2014-08-05
d CAMDEN NATL CORP, 200 SHS P 1989-11-08 2014-08-05
e CAMDEN NATL CORP, 2000 SHS P 1989-11-08 2014-08-12
CENOVUS ENERGY INC, 2000 SHS P 2006-07-27 2014-07-31
DEERE & CO, 2000 SHS P 2006-03-10 2014-07-31
KIMBERLY CLARK CORP, 2143 SHS P 2005-02-20 2014-07-31
PLUM CREEK TIMBER CO INC, 3000 SHS P 2002-11-22 2014-07-31
SPECTRA ENERGY CORP, 1100 SHS P 2005-02-20 2014-07-31
CAMDEN NATL CORP, 550 SHS P 1989-11-08 2014-08-25
CAMDEN NATL CORP, 1560 SHS P 1992-07-06 2014-08-25
CAPITAL GAINS DIVIDENDS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 17,739   1,335 16,404
b 10,726   801 9,925
c 17,965   1,335 16,630
d 7,158   534 6,624
e 74,568   5,340 69,228
61,059   50,916 10,143
169,656   73,036 96,620
225,040   22,993 202,047
124,544   77,597 46,947
45,594   15,536 30,058
19,937   1,469 18,468
56,549   7,059 49,490
29,272     29,272
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       16,404
b       9,925
c       16,630
d       6,624
e       69,228
      10,143
      96,620
      202,047
      46,947
      30,058
      18,468
      49,490
      29,272
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 2 601,856
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 759,121 14,092,660 0.053866
2012 690,370 12,936,336 0.053367
2011 697,863 12,692,024 0.054984
2010 547,281 11,712,165 0.046728
2009 666,643 10,803,962 0.061704
2 Total of line 1, column (d) ...................... 2 0.270649
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 0.054130
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 15,121,394
5 Multiply line 4 by line 3....................... 5 818,521
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 9,537
7 Add lines 5 and 6......................... 7 828,058
8 Enter qualifying distributions from Part XII, line 4.............. 8 846,558
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 9,537
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 9,537
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 9,537
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 12,001
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 12,001
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
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 2,464
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet2,464 RefundedBullet 11 0
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)
    bulletMA
    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 ofbulletJEFFREY D HUTCHINS TRUSTEE Telephone no.bullet (617) 748-5100
    Located atbullet75 FEDERAL ST SUITE 1300BOSTONMA ZIP+4bullet021101921
    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
     
     
    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
     
    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). Click to see attachment
    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
    JEFFREY D HUTCHINS TRUSTEE
    10.00     		41,309 0 0
    75 FEDERAL STREET SUITE 1300
    BOSTON,MA02110
    WILLIAM I HOCHBERG TRUSTEE
    10.00     		41,309 0 0
    201 SANTA MONICA BLVD SUITE 300
    SANTA MONICA,CA90401
    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
    BROUDE & HOCHBERG LLP GRANT ADMINISTRATION 77,248
    75 FEDERAL ST STE 1300
    BOSTON,MA02110
    BROUDE & HOCHBERG LLP TRUST ADMINISTRATION 55,400
    75 FEDERAL ST STE 1300
    BOSTON,MA02110
    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
    15,002,026
    b
    Average of monthly cash balances.......................
    1b
    349,643
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    15,351,669
    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
    15,351,669
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    230,275
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    15,121,394
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    756,070
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    756,070
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    9,537
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    9,537
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    746,533
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    746,533
    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
    746,533
    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
    846,558
    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
    846,558
    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
    9,537
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    837,021
    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 7 746,533
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 364,713
    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$ 846,558
    a Applied to 2013, but not more than line 2a 364,713
    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..... 481,845
    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 ..........     		264,688
    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 e-mail address of the person to whom applications should be addressed:
    JEFFREY D HUTCHINS TRUSTEE CO BROUD
    75 FEDERAL STREET SUITE 1300
    BOSTON,MA02110
    (617) 748-5100
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATIONS ACCEPTED FROM PUBLIC CHARITIES. APPLICATIONS SHOULD BE BY LETTER, AND CONTAIN A DESCRIPTION OF THE APPLICANT ORGANIZATION, PURPOSE AND BUDGET OF GRANT SOLICITED, AND PROOF OF TAX EXEMPT STATUS.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    PREFERENCE IS GIVEN TO ORGANIZATIONS LOCATED IN THE NORTHEASTERN UNITED STATES.
    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
    ALBANY MUSIC FOUNDATION
    915 BROADWAY
    ALBANY,NY12207     		N/A PUBLIC CHARITY MUSICAL RECORDING OF THE TEMPEST BY JOSEPH SUMMER 100,000
    BARRY L PRICE REHABILITATION CENTER INC
    ONE WASHINGTON ST SUITE 400
    WELLESLEY,MA02481     		N/A PUBLIC CHARITY GENERAL 2,500
    BERKLEE COLLEGE OF MUSIC
    1140 BOYLSTON STREET
    BOSTON,MA02115     		N/A PUBLIC CHARITY SUPPORT FOR RIGHT TURN ADDICTION RECOVERY PROGRAM AND JUST THE RIGHT VOLUMEFORUM ON MUSICIANS' HEARING LOSS 25,000
    BOSTON CONSERVATORY
    8 THE FENWAY
    BOSTON,MA02215     		N/A PUBLIC CHARITY SUPPORT FOR 132 IPSWICH STREET PROJECT, INSTALLMENT #1 OF 4 12,500
    BOSTON LYRIC OPERA
    11 AVENUE DE LAFAYETTE
    BOSTON,MA02111     		N/A PUBLIC CHARITY GENERAL 75,000
    BOSTON MEDICAL CENTER
    801 MASSACHUSETTS AVE 1ST FL
    BOSTON,MA02118     		N/A PUBLIC CHARITY SUPPORT FOR SPARK CENTER (SUPPORTING PARENTS AND RESILIENT KIDS) AT BMC 10,000
    BOSTON YOUTH SYMPHONY ORCHESTRAS
    855 COMMONWEALTH AVENUE
    BOSTON,MA02115     		N/A PUBLIC CHARITY SUPPORT FOR PERFORMANCE OF TOSCA BY GIACOMO PUCCINI 10,000
    BRANDEIS UNIVERSITY
    415 SOUTH STREET
    WALTHAM,MA024549110     		N/A PUBLIC CHARITY SUPPORT FOR BRANDEIS UNIVERSITY'S PEACE, CONFLICT, AND COEXISTENCE STUDIES PROGRAM (PAX) 15,000
    CAMDEN AREA DISTRICT NURSING ASSOCIATION
    PO BOX 547
    CAMDEN,ME04843     		N/A PUBLIC CHARITY GENERAL 2,000
    CAMDEN CONFERENCE
    PO BOX 882
    CAMDEN,ME04843     		N/A PUBLIC CHARITY SUPPORT FOR CAMDEN CONFERENCE 2014: THE GLOBAL POLITICS OF FOOD AND WATER 10,000
    CAMP SUNSHINE AT SEBAGO LAKE INC
    35 ACADIA ROAD
    CASCO,ME04015     		N/A PUBLIC CHARITY FAMILY SPONSORSHIPS AND NEW MATTRESSES 14,000
    CENTER FOR FURNITURE CRAFTSMANSHIP
    25 MILL STREET
    ROCKPORT,ME04856     		N/A PUBLIC CHARITY FOR CONSTRUCTION OF THE MATTINA PROCTOR FINISHING STUDIO 50,000
    EIGHT LIGHTS INC
    5 BESSOM STREET
    MARBLEHEAD,MA01945     		N/A PUBLIC CHARITY GENERAL CAPITAL CAMPAIGN 8,500
    EMMANUEL MUSIC
    15 NEWBURY STREET
    BOSTON,MA02116     		N/A PUBLIC CHARITY SUPPORT FOR THE HARBISON CANTATA COMMISSION IN MEMORY OF CRAIG SMITH 10,000
    FARNSWORTH ART MUSEUM
    16 MUSEUM STREET
    ROCKLAND,ME04841     		N/A PUBLIC CHARITY EDUCATIONAL PROGRAMS 22,500
    FOUNDATION FOR MODERN OPERA
    15 BREWSTER ROAD
    WORCESTER,MA01602     		N/A PRIVATE FOUNDATION 2014 SHAKESPEARE CONCERT AT JORDAN HALL AND CONCOMITANT RECORDINGS 39,000
    FREEPORT HISTORICAL SOCIETY
    45 MAIN STREET
    FREEPORT,ME04032     		N/A PUBLIC CHARITY ARCHAEOLOGICAL AND EDUCATIONAL SURVEY OF THE HISTORIC PETTENGILL FARM BRICK YARD AND WHARF 1,500
    GLORIAE DEI ARTES FOUNDATION
    PO BOX 2831
    ORLEANS,MA02653     		N/A PUBLIC CHARITY E.M. SKINNER ORGAN RESTORATION AND BUILDING PROJECT AT THE CHURCH OF THE TRANSFIGURATION 10,000
    ISABELLA STEWART GARDNER MUSEUM
    280 THE FENWAY
    BOSTON,MA02115     		N/A PUBLIC CHARITY CHAMBER MUSIC CONCERTS 2,000
    MAINE MEDIA WORKSHOPS & COLLEGE
    PO BOX 200
    ROCKPORT,ME04856     		N/A PUBLIC CHARITY GENERAL 12,500
    MASSACHUSETTS GENERAL HOSPITAL FOR CHILDREN
    55 FRUIT STYAWKEY 8B-8893
    BOSTON,MA02114     		N/A PUBLIC CHARITY DR. VERENA GOBEL MEDICAL RESEARCH, INSTALLMENT #2 OF 2 50,000
    NATIONAL RECORDING PRESERVATION FOUNDATION
    C/O FOX AGENCY 40 WALL ST 6TH FL
    NEW YORK,NY10005     		N/A PUBLIC CHARITY RESTORATION OF CULTURALLY SIGNIFICANT RECORDINGS FROM MAINE 15,000
    NEW ENGLAND AQUARIUM
    CENTRAL WHARF
    BOSTON,MA02110     		N/A PUBLIC CHARITY MARINE ANIMAL RESCUE PROJECT 15,000
    NEW ENGLAND CONSERVATORY
    290 HUNTINGTON AVENUE
    BOSTON,MA02115     		N/A PUBLIC CHARITY GENERAL 20,000
    NEW ENGLAND PHILHARMONIC
    PO BOX 231168
    BOSTON,MA02123     		N/A PUBLIC CHARITY UNDERWRITE THREE VOCAL SOLOISTS IN BRITTEN'S SPRING SYMPHONY TO BE PERFORMED ON MARCH 1, 2015 3,000
    NORTHEASTERN UNIVERSITY
    400 HUNTINGTON AVENUE
    BOSTON,MA02115     		N/A PUBLIC CHARITY SUPPORT FOR COMBINED DEGREE PROGRAM WITH NORTHEASTERN UNIVERSITY SCHOOL OF LAW AND COLLEGE OF ARTS, MEDIA AND DESIGN (CAMD), CO-OP POSITIONS FOR LAW STUDENTS AT VOLUNTEER LAWYERS FOR THE ARTS IN MAINE AND MASSACHUSETTS AND/OR PUBLIC INTEREST CO-OP POSITIONS IN MID-COAST MAINE 20,000
    PERKINS SCHOOL FOR THE BLIND
    175 N BEACON STREET
    WATERTOWN,MA02472     		N/A PUBLIC CHARITY MUSIC EDUCATION PROGRAMS 25,000
    PINE TREE LEGAL ASSISTANCE
    PO BOX 547
    PORTLAND,ME04112     		N/A PUBLIC CHARITY GENERAL 1,000
    PORTLAND CHAMBER MUSIC FESTIVAL
    50 MARKET ST SUITE 137
    PORTLAND,ME04106     		N/A PUBLIC CHARITY 2014 COMPOSERS COMPETITION 2,500
    RILEY SCHOOL
    PO BOX 159
    ROCKPORT,ME04856     		N/A PUBLIC CHARITY SCHOLARSHIPS 5,000
    ROGERSON COMMUNITIES
    ONE FLORENCE STREET
    BOSTON,MA02131     		N/A PUBLIC CHARITY ADULT DAY HEALTH PROGRAMS 5,000
    STANFORD JAZZ WORKSHOP
    PO BOX 20454
    STANFORD,CA94309     		N/A PUBLIC CHARITY SCHOLARSHIPS AND OUTREACH 10,000
    STUDIO 7 ARTS INC
    58 HIGHLAND STREET
    CAMBRIDGE,MA02138     		N/A PUBLIC CHARITY PUBLICATION OF STILL POINTS BY ROBERT G. GARDNER 2,500
    THE APPRENTICESHOP
    643 MAIN STREET
    ROCKLAND,ME04841     		N/A PUBLIC CHARITY CAPITAL CAMPAIGN, INSTALLMENT #2 OF 2 25,000
    THE KNITTING CONNECTION
    PO BOX 560065
    W MEDFORD,MA02156     		N/A PUBLIC CHARITY GENERAL 1,000
    UCLA FOUNDATION
    240 CHARLES E YOUND DR NORTH
    LOS ANGELES,CA900951427     		N/A PUBLIC CHARITY SCHOLARSHIPS 15,000
    UNIVERSITY OF NEW ENGLAND
    716 STEVENS AVENUE
    PORTLAND,ME041032670     		N/A PUBLIC CHARITY DENTAL SCHOOL 75,000
    VNA CARE NETWORK & HOSPICE
    175 HIGHLAND AVENUE
    NEEDHAM,MA02494     		N/A PUBLIC CHARITY SUPPORT FOR STANLEY R. TIPPETT HOSPICE HOME 2,000
    WAYFINDER SCHOOLS
    PO BOX 555
    CAMDEN,ME04843     		N/A PUBLIC CHARITY GENERAL 2,000
    Total .................................bullet 3a 726,000
    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 ............     		         
    4 Dividends and interest from securities....     14 427,813  
    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.....     15 32,596  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 397,461  
    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).. 0 857,870 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13857,870
    (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

    TY 2014 AccountingFeesSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BROUDE & HOCHBERG LLP TAX 7,418 0   0
    DARMODY, MERLINO & CO., LLP 7,200 0   0

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

    TY 2014 ExpenditureResponsibilityStmt
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
     
          		15 BREWSTER RD
    WORCESTER,MA01602     		2014-05-09 25,000 UNDERWRITE SPRING SHAKESPEARE CONCERT AT JORDAN HALL AND RECORDING SESSIONS AT MECHANICS HALL. 25,000 NONE 05/19/2015    
     
          		15 BREWSTER RD
    WORCESTER,MA01602     		2014-01-01 3,000 UNDERWRITE SHAKESPEARE CONCERT RECORDING PRODUCTION COSTS WITH PARMA RECORDS. 3,000 NONE 05/19/2015    
     
          		15 BREWSTER RD
    WORCESTER,MA01602     		2014-08-14 11,000 UNDERWRITE SHAKESPEARE CONCERT RECORDING PRODUCTION COSTS WITH PARMA RECORDS. 11,000 NONE 05/19/2015    

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Name of Stock End of Year Book Value End of Year Fair Market Value
    21,007 SH. AT&T INC. 590,860 705,625
    1,000 SH. B P PRUDHOE BAY ROYALTY TRUST 75,980 67,640
    2,500 SH. BHP BILLITON PLC 168,172 107,500
    3,000 SH. BOSTON PROPERTIES INC. 268,819 386,070
    2,500 SH. BP PLC ADR 69,592 95,300
    6,188 SH. BRISTOL MYERS SQUIBB CO. 151,204 365,278
    2,000 SH. CANADIAN NATIONAL RAILWAY 66,558 137,820
    2,500 SH. CATERPILLAR INC. 176,751 228,825
    6,000 SH. CHEVRON CORP. 358,740 673,080
    3,331 SH. CISCO SYSTEMS INC. 57,918 92,652
    16,000 SH. COCA COLA CO. 329,718 675,520
    6,000 SH. CONAGRA FOODS INC. 160,468 217,680
    4,676 SH. CONOCOPHILLIPS 188,635 322,925
    1,500 SH. DISNEY CO. 41,850 141,285
    4,500 SH. DOW CHEMICAL CO. 240,390 205,245
    10,000 SH. DU PONT DE NEMOURS & CO. 467,087 739,400
    2,475 SH. DUKE ENERGY CORP. 112,112 206,762
    4,500 SH. DUKE REALTY CORP. 139,210 90,900
    4,000 SH. EMERSON ELECTRIC CO. 63,205 246,920
    20,000 SH. EXXONMOBIL CORP. 613,097 1,849,000
    4,000 SH. FREEPORT-MCMORAN COPPER & GOLD 139,040 93,440
    26,810 SH. GENERAL ELECTRIC CO. 620,770 677,489
    12,000 SH. GENERAL MILLS INC. 252,004 639,960
    870 SH. JOHNSON & JOHNSON 56,924 90,976
    7,400 SH. JP MORGAN CHASE & CO. 269,342 463,092
    9,844 SH. MERCK & CO. INC. 411,850 559,041
    2,000 SH. MICROSOFT CORP. 51,512 92,900
    1,000 SH. NATIONAL GRID PLC 46,566 70,660
    1,000 SH. PEPSICO INC. 59,708 94,560
    7,189 SH. PFIZER INC. 113,557 223,937
    2,338 SH. PHILLIPS 66-W/I 59,480 167,635
    11,100 SH. PROCTER & GAMBLE CO. 379,517 1,011,099
    500 SH. ROCKWOOD HLDGS INC. 24,610 39,400
    10,000 SH. STATE STREET CORP. 145,281 785,000
    4,000 SH. UNION PACIFIC CORP. 48,026 476,520
    2,600 SH. UNITED TECHNOLOGIES CORP. 130,430 299,000
    6,500 SH. US BANCORP 191,360 292,175
    4,270 SH. VERIZON COMMUNICATIONS INC. 136,356 199,750
    6,000 SH. WELLS FARGO & CO. 179,145 328,920
    4,886 SH. WEYERHAEUSER CO. 136,012 175,359
    4,000 SH. WILLIAMS COS. INC. 31,005 179,760
    1,000 SH. 3M CO. 72,717 164,320

    TY 2014 LegalFeesSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BROUDE & HOCHBERG LLP LEGAL 1,441 0   0


    TY 2014 OtherAssetsSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    PROCTOR HEIRS TRUST   22,000 22,000


    TY 2014 OtherDecreasesSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Description Amount
       


    TY 2014 OtherExpensesSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPONENT PHILANTHROPY MEMBERSHIP DUES 725 0   0
    STATE STREET CUSTODY FEES 15,606 15,606   0
    LIABILITY INSURANCE 1,250 0   0
    ADVERTISING 2,000 0   2,000
    WELLS FARGO INVESTMENT FEE 10,434 10,434   0
    ADR FEES 30 30   0
    MA FORM PC FILING FEE 125 0   0
    AMORTIZATION OF BOND PREMIUM 120 120   0


    TY 2014 OtherIncomeSchedule2
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    STATE STREET BANK & TRUST 8,569 17,964 8,569
    WELLS FARGO ADVISORS 2,027 3,988 2,027
    PROCTOR HEIRS TRUST 22,000 22,000 22,000


    TY 2014 OtherIncreasesSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Description Amount
       


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BROUDE & HOCHBERG GRANT ADMIN. FEE 77,248 0   77,248
    BROUDE & HOCHBERG TRUST ADMIN. FEE 55,400 55,400   0


    TY 2014 TaxesSchedule
    Name:
    MATTINA R PROCTOR FOUNDATION
    C/O BROUDE & HOCHBERG LLP
    EIN: 11-1067014
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN WITHHOLDING TAX 649 649   0
    FEDERAL ESTIMATED TAX 2014 11,012 0   0