TY 2014 Form 990

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	70,300	70,300
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	53,494	16,048	18,723	18,723
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	102,696	35,327	21,491	45,878
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......
10	Payroll taxes ...........	12,745	10,455	1,167	1,123
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	1,196		1,196
c	Accounting ...........	31,993		31,993
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	4,378		4,378
12	Advertising and promotion ....	14,279	11,952		2,327
13	Office expenses .......	31,742	30,797	891	54
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	229,394	229,394
17	Travel ............
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	8,300		8,300
20	Interest ...........	35,257		35,257
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	97,237	75,845	21,392
23	Insurance ..............	1,529		1,529
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	COLLECTIONS & EXHIBITS	33,866	33,866
b	REPAIRS & MAINTENANCE	16,259	16,259
c	MISCELLANEOUS EXPENSES	7,470	3,904	738	2,828
d	BANK & INVESTMENT FEES	3,842		3,842
e	All other expenses	7,691	7,691
25	Total functional expenses. Add lines 1 through 24e	763,668	541,838	150,897	70,933
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	31,571	1	24,731
2	Savings and temporary cash investments .........	1,130,328	2	469,199
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	43,365	4	43,191
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6
7	Notes and loans receivable, net .............		7
8	Inventories for sale or use ..............	46,257	8	39,103
9	Prepaid expenses and deferred charges ..........		9	4,972
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	3,578,192
b	Less: accumulated depreciation .....	10b	509,209	3,156,697	10c	3,068,983
11	Investments—publicly traded securities ..........	1,810,466	11	2,239,715
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	55,394	15	55,394
16	Total assets. Add lines 1 through 15 (must equal line 34)......	6,274,078	16	5,945,288
	17	Accounts payable and accrued expenses .........	179,305	17	67,281
18	Grants payable .................		18
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..	1,367,498	23	785,051
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................		25
26	Total liabilities. Add lines 17 through 25.........	1,546,803	26	852,332
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............		27
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets ...........		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........	0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....	0	31	0
32	Retained earnings, endowment, accumulated income, or other funds	4,727,275	32	5,092,956
33	Total net assets or fund balances ...........	4,727,275	33	5,092,956
34	Total liabilities and net assets/fund balances ........	6,274,078	34	5,945,288

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

390TH MEMORIAL MUSEUM FOUNDATION INC

Employer identification number

94-2764158

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	576,965	680,676	707,275	920,593	901,819	3,787,328
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3	576,965	680,676	707,275	920,593	901,819	3,787,328
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..						2,515,830
6	Public support. Subtract line 5 from line 4.						1,271,498

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..	576,965	680,676	707,275	920,593	901,819	3,787,328
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	43,992	95,620	115,825	100,107	77,956	433,500
9	Net income from unrelated business activities, whether or not the business is regularly carried on..					1,680	1,680
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..	2,200	20				2,220
11	Total support Add lines 7 through 10.						4,224,728

Gross receipts from related activities, etc. (see instructions) ..................

177,787

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

30.100 %

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

27.300 %

16a

33 1/3% support test—2014. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
FORM 990, SCHEDULE A, PART II, SECTION C, LINE 17A	FACTS-AND-CIRCUMSTANCES TEST - THIS ORGANIZATION QUALIFIES AS A PUBLICLY SUPPORTED ORGANIZATION BY MEETING THE FOLLOWING CRITERIA AS SPECIFIED IN THE FACTS-AND-CIRCUMSTANCES TEST: 1) PUBLIC SUPPORT EXCEEDS 30% FOR 2014. 2) SERVICES AND FACILITIES CONTINUOUSLY AVAILABLE FOR THE BENEFIT OF THE PUBLIC. THE 390TH MEMORIAL MUSEUM, INC. (THE "MUSEUM"), IS A WORLD WAR II MUSEUM THAT IS OPEN EVERY DAY OF THE YEAR FROM 10:00AM TO 4:30PM EXCEPTING THANKSGIVING DAY AND CHRISTMAS DAY. THE MUSEUM SITS ON THE GROUNDS OF THE ARIZONA AEROSPACE FOUNDATION, OPERATING UNDER THE NAME OF THE PIMA AIR AND SPACE MUSEUM ("PASM"), ANOTHER SECTION 501(C)(3) AVIATION MUSEUM LOCATED IN TUCSON, ARIZONA. PASM, WHICH IS ONE OF THE LARGEST AIR AND SPACE MUSEUMS IN THE WORLD, ATTRACTS VISITORS FROM THE UNITED STATES AND FROM ALL OVER THE WORLD. THE NUMBER OF VISITORS TO PASM IN 2014 WAS 176,207 AND THE MUSEUM ESTIMATES THAT OF THOSE WHO VISITED PASM, 85% OR 149,000 ALSO VISITED THE 390TH MUSEUM FREE OF CHARGE WHILE ON THE PASM SITE. THIS PAID ATTENDANCE NUMBER DOES NOT INCLUDE SCHOOL GROUPS, OUTREACH GROUPS, OR ATTENDANCE FOR SPECIAL EVENTS. THE MUSEUM TELLS THE STORY OF THE 390TH BOMB GROUP, A REPRESENTATIVE BOMB GROUP OF THE EIGHTH AIR FORCE THAT WAS BASED IN FRAMLINGHAM, ENGLAND DURING WORLD WAR II. THE MUSEUM IS A REPOSITORY FOR PHOTOGRAPHS AND IMAGES OF THE AIR WAR OVER EUROPE, MAINTAINS THE MEMORABILIA AND HISTORIES OF THOSE WHO SERVED IN THE 390TH, AND SINCE 1987 HAS HOUSED A B-17 "FLYING FORTRESS" AIRCRAFT ON LOAN FROM THE NATIONAL MUSEUM OF THE AIR FORCE IN DAYTON, OH, THE YEAR WHEN THE MUSEUM'S CONSTRUCTION OF THE B-17 HANGAR WAS COMPLETED. THE MUSEUM ALSO MAINTAINS WITHIN ITS BUILDING A MEMORIAL ROOM DEDICATED TO THOSE WHO SERVED IN THE 95TH BOMBARDMENT GROUP, A UNIT THAT, ALONG WITH THE 390TH BOMBARDMENT GROUP, WAS PART OF THE 13TH COMBAT WING OF THE EIGHTH AIR FORCE. VISITORS TO THE MUSEUM CAN LOOK INSIDE THE HISTORIC AIRCRAFT AND CAN ALSO HEAR THE STORIES OF THE MISSIONS THAT WERE FLOWN OVER GERMANY THROUGH VIDEO HISTORIES OF THE 390TH VETERANS. THE MUSEUM IS OF GREAT BENEFIT TO THE PUBLIC AND TO THE PASM MUSEUM: IT IS A RARE PIECE OF WORLD WAR II HISTORY, A "PEOPLE" MUSEUM DEDICATED TO TELLING THE STORY OF 390TH AND ITS SERVICEMEN. 3) A CONTINUOUS AND BONA FIDE PROGRAM FOR SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC IS MAINTAINED. THE MUSEUM MAINTAINS SEVERAL PROGRAMS FOR THE SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC AND ITS MEMBERSHIP. MEMBERSHIP SOLICITATION. THE MUSEUM IS A MEMBERSHIP ORGANIZATION. INCORPORATED IN 1981 BY INDIVIDUALS WHO HAD SERVED IN THE BOMB GROUP DURING WORLD WAR II, ITS MEMBERSHIP IN ITS FIRST YEARS CONSISTED SOLELY OF VETERANS OF THIS BOMB GROUP. MEMBERSHIP WAS LATER EXPANDED SO THAT IT NOW ENCOMPASSES SEVERAL CATEGORIES OF MEMBERS: VETERAN MEMBERS; SPOUSE MEMBERS; DESCENDANT MEMBERS; AND ASSOCIATE MEMBERS. THE MUSEUM CURRENTLY HAS OVER 2,400 MEMBERS. THE MUSEUM PUBLISHES A "SQUARE J" BULLETIN FOUR TIMES A YEAR FOR ITS MEMBERS AND EACH ISSUE ACTIVELY SOLICITS CONTRIBUTIONS AND DONATIONS FROM ITS MEMBERS. LAST YEAR THE MUSEUM MAILED 7,044 COPIES OF THE SQUARE J OUT TO MEMBERS AND ORGANIZATIONS. IT ALSO SENDS OUT LETTERS TO ITS MEMBERSHIP ACTIVELY REQUESTING DONATIONS IN ADDITION TO THE ANNUAL MEMBERSHIP FEE. WWII FLIGHT EXPERIENCE OUTREACH PROGRAM. THE MUSEUM IS COMMITTED TO PROVIDING THE PUBLIC WITH SUPERIOR WORLD WAR II HISTORICAL LEARNING OPPORTUNITIES AND IS PARTICIPATING WITH OTHER 501(C)(3) WORLD WAR II ORGANIZATIONS IN A WORLD WAR II FLIGHT EXPERIENCE OUTREACH PROGRAM THAT PROVIDES RIDES TO THE PUBLIC IN VINTAGE WORLD WAR II AIRCRAFT. IN 2014, THE MUSEUM FUNDED 2,000 RIDERS FOR THE YANKEE AND LIBERTY FOUNDATION. AS PART OF THE PROGRAM, THE MUSEUM IS SIGNIFICANTLY INCREASING BOTH ITS MEMBERSHIP AND PUBLIC FUNDING THROUGH THOSE WHO TAKE RIDES ON SUCH AIRCRAFT. WEB SITE. THE MUSEUM HAS BEEN ACTIVELY IMPROVING ITS WEBSITE OVER THE LAST YEAR AND HAS ADDED A FEATURE THAT ENABLES A VISITOR TO TAKE A "VIRTUAL TOUR" OF THE MUSEUM AND TO ACTIVELY "INTERACT" WITH THE MUSEUM'S LIBRARY. THE WEBSITE INVITES VISITORS TO THE SITE TO DONATE TO THE MUSEUM IF THEY WOULD LIKE TO SUPPORT ITS MISSION. 4) COMPOSITION OF THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS PRESENTLY IS MADE UP OF TEN DIRECTORS WHO ARE LOCATED THROUGHOUT THE UNITED STATES. THESE DIRECTORS ARE A REPRESENTATIVE GROUP WITH AN INTEREST IN PRESERVING THE MEMORY OF THOSE WHO SERVED IN THE 390TH BOMB GROUP IN WORLD WAR II. WITH THE EXCEPTION OF ONE DIRECTOR (ALLAN MOLLER), NONE OF THE DIRECTORS ARE RELATED TO A SINGLE FAMILY OR ANY PERSON PROVIDING MAJOR SUPPORT TO THE MUSEUM. 5) EDUCATIONAL AND RESEARCH OPPORTUNITIES - WWII RESEARCH FACILITY. RESEARCH DEPARTMENT. THE MUSEUM MAINTAINS A RESEARCH DEPARTMENT THAT ANSWERED OVER 500 INQUIRIES FROM THE PUBLIC IN 2014 VIA E-MAILS, THE WEB GUEST LOG, AND DIRECT VISITS RELATING TO THE HISTORY OF INDIVIDUALS OF THE 390TH BOMB GROUP AS WELL AS TO OTHER WWII BOMB GROUPS. MUSEUM INTERNSHIP PROGRAM. THE MUSEUM SPONSORED TWO PART-TIME GRADUATE STUDENT INTERNS FOR TWELVE WEEKS IN THE SUMMER OF 2014 FROM THE UNIVERSITY OF ARIZONA, TUCSON, AZ. THE INTERNS ASSISTED WITH HISTORICAL RESEARCH AND CATALOGING OUR ARCHIVAL MATERIALS. THE MUSEUM PLANS TO CONTINUE SPONSORING SUCH PROGRAMS IN THE FUTURE. 6) COMMUNITY INVOLVEMENT. THE MUSEUM HAS BEEN PARTICIPATING IN PROGRAMS WITH THE LOCAL SCHOOL COMMUNITY, WHERE TEACHERS FROM VARIOUS LOCAL SCHOOL DISTRICTS BRING THEIR CLASSES TO THE FACILITY TO LEARN ABOUT WORLD WAR II AND THE AIR WAR IN EUROPE. IN 2014, MORE THAN 25 SCHOOL GROUPS VISITED THE MUSEUM AS PART OF THEIR CURRICULUM. THE MUSEUM ALSO EXPANDED ITS OUTREACH PROGRAM BY 130% USING SOCIAL MEDIA TO CONTACT SCHOOLS ABOUT THE MUSEUM TO PROMOTE INTEREST. THE MUSEUM HAS BEEN PARTNERING WITH MANY GROUPS, INCLUDING DAVIS-MONTHAN AIR FORCE BASE, CUB SCOUT PACK 776, BOY SCOUT TROOP 774, GIRL SCOUTS, PSA ART AWAKENINGS, LA CHOLLA HIGH SCHOOL JROTC, SONORAN MODEL BUILDERS CLUB, CIVIL AIR PATROL, BIG BROTHERS/BIG SISTERS OF TUCSON, AND THE SALVATION ARMY OF TUCSON. THE MUSEUM PARTICIPATED IN PASM'S "NIGHT WINGS PROGRAM", A FAMILY EVENT WITH CHILDREN, OVER A THREE-MONTH PERIOD OVER THE SUMMER. THE MUSEUM PLANS TO PARTICIPATE IN SUCH PROGRAM ON THREE DIFFERENT DATES IN 2015. VETERANS DAY EVENT. THE MUSEUM SPONSORED A VETERANS' DAY EVENT IN WHICH VETERANS VISITING THE MUSEUM COULD PICK A BOWL WHICH HAD BEEN PAINTED BY ONE OF OUR OUTREACH GROUPS "PSA ART AWAKENINGS". PSA ART AWAKENINGS WORKS WITH ADULTS WHO SUFFER FROM SEVERE MENTAL DISORDERS BY USING ART THERAPY. THE BOWLS WERE PAINTED WITH THEIR PATRIOTIC IMPRESSIONS FROM THE MUSEUM VISIT EARLIER IN THE YEAR. VETERANS WERE ALSO TREATED TO CUPCAKES DONATED BY "CAKES FOR CAUSES", A NOT FOR PROFIT BAKERY LOCATED IN TUCSON. 7) ADDITIONAL FACTORS FOR MEMBERSHIP ORGANIZATIONS. SOLICITATION OF DUES PAYING MEMBERS. THE WORLD WAR II EXPERIENCE OUTREACH PROGRAM, PARTICIPATED IN BY THE MUSEUM THROUGH THE PROMOTION WITH OTHER WORLD WAR II ORGANIZATIONS SUCH AS THE LIBERTY FOUNDATION, INC. AND THE YANKEE AIR MUSEUM, IS THE FLIGHT EXPERIENCE BY MEMBERS OF THE PUBLIC IN WORLD WAR II AIRCRAFT, AND IS A PRIME EXAMPLE OF MUSEUM OUTREACH FOR THE PURPOSE OF OBTAINING ADDITIONAL DUES-PAYING MEMBERS IN THE ORGANIZATION. THE MUSEUM ALSO HAS AN ACTIVE PROGRAM TO INCREASE MEMBERSHIP BY SOLICITING CURRENT MEMBERS OF THE 390TH TO ENROLL MEMBERS AND DESCENDANTS OF THEIR FAMILIES IN THE MUSEUM. IT IS ANTICIPATED THAT OUTREACH WILL BE INCREASED TO OTHER WORLD WAR II MUSEUMS IN THE COMING YEARS. THE MUSEUM HAS ADOPTED A MEMBERSHIP FEE STRUCTURE AS FOLLOWS: DESCENDANT MEMBERSHIP FEE OF $35.00; ASSOCIATED MEMBERSHIP FEE OF $40.00; STUDENT MEMBERSHIP FEE OF $20.00; FAMILY MEMBERSHIP FEE OF $70.00; AND FREE MEMBERSHIP FOR ANY 390TH VETERAN AND SPOUSE. THE FEES ARE DESIGNED TO MAKE MEMBERSHIP AVAILABLE TO A BROAD SEGMENT OF THE INTERESTED PUBLIC, BOTH LOCAL AND NATIONWIDE. THE ACTIVITIES OF THE MUSEUM ARE DESIGNED TO ATTRACT THOSE WHO HAVE A BROAD COMMON INTEREST IN MILITARY HISTORY AND THE WORLD WAR II AIR WAR IN EUROPE IN PARTICULAR.

Return Reference

Explanation

FORM 990, SCHEDULE A, PART II, SECTION C, LINE 17A

FACTS-AND-CIRCUMSTANCES TEST - THIS ORGANIZATION QUALIFIES AS A PUBLICLY SUPPORTED ORGANIZATION BY MEETING THE FOLLOWING CRITERIA AS SPECIFIED IN THE FACTS-AND-CIRCUMSTANCES TEST: 1) PUBLIC SUPPORT EXCEEDS 30% FOR 2014. 2) SERVICES AND FACILITIES CONTINUOUSLY AVAILABLE FOR THE BENEFIT OF THE PUBLIC. THE 390TH MEMORIAL MUSEUM, INC. (THE "MUSEUM"), IS A WORLD WAR II MUSEUM THAT IS OPEN EVERY DAY OF THE YEAR FROM 10:00AM TO 4:30PM EXCEPTING THANKSGIVING DAY AND CHRISTMAS DAY. THE MUSEUM SITS ON THE GROUNDS OF THE ARIZONA AEROSPACE FOUNDATION, OPERATING UNDER THE NAME OF THE PIMA AIR AND SPACE MUSEUM ("PASM"), ANOTHER SECTION 501(C)(3) AVIATION MUSEUM LOCATED IN TUCSON, ARIZONA. PASM, WHICH IS ONE OF THE LARGEST AIR AND SPACE MUSEUMS IN THE WORLD, ATTRACTS VISITORS FROM THE UNITED STATES AND FROM ALL OVER THE WORLD. THE NUMBER OF VISITORS TO PASM IN 2014 WAS 176,207 AND THE MUSEUM ESTIMATES THAT OF THOSE WHO VISITED PASM, 85% OR 149,000 ALSO VISITED THE 390TH MUSEUM FREE OF CHARGE WHILE ON THE PASM SITE. THIS PAID ATTENDANCE NUMBER DOES NOT INCLUDE SCHOOL GROUPS, OUTREACH GROUPS, OR ATTENDANCE FOR SPECIAL EVENTS. THE MUSEUM TELLS THE STORY OF THE 390TH BOMB GROUP, A REPRESENTATIVE BOMB GROUP OF THE EIGHTH AIR FORCE THAT WAS BASED IN FRAMLINGHAM, ENGLAND DURING WORLD WAR II. THE MUSEUM IS A REPOSITORY FOR PHOTOGRAPHS AND IMAGES OF THE AIR WAR OVER EUROPE, MAINTAINS THE MEMORABILIA AND HISTORIES OF THOSE WHO SERVED IN THE 390TH, AND SINCE 1987 HAS HOUSED A B-17 "FLYING FORTRESS" AIRCRAFT ON LOAN FROM THE NATIONAL MUSEUM OF THE AIR FORCE IN DAYTON, OH, THE YEAR WHEN THE MUSEUM'S CONSTRUCTION OF THE B-17 HANGAR WAS COMPLETED. THE MUSEUM ALSO MAINTAINS WITHIN ITS BUILDING A MEMORIAL ROOM DEDICATED TO THOSE WHO SERVED IN THE 95TH BOMBARDMENT GROUP, A UNIT THAT, ALONG WITH THE 390TH BOMBARDMENT GROUP, WAS PART OF THE 13TH COMBAT WING OF THE EIGHTH AIR FORCE. VISITORS TO THE MUSEUM CAN LOOK INSIDE THE HISTORIC AIRCRAFT AND CAN ALSO HEAR THE STORIES OF THE MISSIONS THAT WERE FLOWN OVER GERMANY THROUGH VIDEO HISTORIES OF THE 390TH VETERANS. THE MUSEUM IS OF GREAT BENEFIT TO THE PUBLIC AND TO THE PASM MUSEUM: IT IS A RARE PIECE OF WORLD WAR II HISTORY, A "PEOPLE" MUSEUM DEDICATED TO TELLING THE STORY OF 390TH AND ITS SERVICEMEN. 3) A CONTINUOUS AND BONA FIDE PROGRAM FOR SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC IS MAINTAINED. THE MUSEUM MAINTAINS SEVERAL PROGRAMS FOR THE SOLICITATION OF FUNDS FROM THE GENERAL PUBLIC AND ITS MEMBERSHIP. MEMBERSHIP SOLICITATION. THE MUSEUM IS A MEMBERSHIP ORGANIZATION. INCORPORATED IN 1981 BY INDIVIDUALS WHO HAD SERVED IN THE BOMB GROUP DURING WORLD WAR II, ITS MEMBERSHIP IN ITS FIRST YEARS CONSISTED SOLELY OF VETERANS OF THIS BOMB GROUP. MEMBERSHIP WAS LATER EXPANDED SO THAT IT NOW ENCOMPASSES SEVERAL CATEGORIES OF MEMBERS: VETERAN MEMBERS; SPOUSE MEMBERS; DESCENDANT MEMBERS; AND ASSOCIATE MEMBERS. THE MUSEUM CURRENTLY HAS OVER 2,400 MEMBERS. THE MUSEUM PUBLISHES A "SQUARE J" BULLETIN FOUR TIMES A YEAR FOR ITS MEMBERS AND EACH ISSUE ACTIVELY SOLICITS CONTRIBUTIONS AND DONATIONS FROM ITS MEMBERS. LAST YEAR THE MUSEUM MAILED 7,044 COPIES OF THE SQUARE J OUT TO MEMBERS AND ORGANIZATIONS. IT ALSO SENDS OUT LETTERS TO ITS MEMBERSHIP ACTIVELY REQUESTING DONATIONS IN ADDITION TO THE ANNUAL MEMBERSHIP FEE. WWII FLIGHT EXPERIENCE OUTREACH PROGRAM. THE MUSEUM IS COMMITTED TO PROVIDING THE PUBLIC WITH SUPERIOR WORLD WAR II HISTORICAL LEARNING OPPORTUNITIES AND IS PARTICIPATING WITH OTHER 501(C)(3) WORLD WAR II ORGANIZATIONS IN A WORLD WAR II FLIGHT EXPERIENCE OUTREACH PROGRAM THAT PROVIDES RIDES TO THE PUBLIC IN VINTAGE WORLD WAR II AIRCRAFT. IN 2014, THE MUSEUM FUNDED 2,000 RIDERS FOR THE YANKEE AND LIBERTY FOUNDATION. AS PART OF THE PROGRAM, THE MUSEUM IS SIGNIFICANTLY INCREASING BOTH ITS MEMBERSHIP AND PUBLIC FUNDING THROUGH THOSE WHO TAKE RIDES ON SUCH AIRCRAFT. WEB SITE. THE MUSEUM HAS BEEN ACTIVELY IMPROVING ITS WEBSITE OVER THE LAST YEAR AND HAS ADDED A FEATURE THAT ENABLES A VISITOR TO TAKE A "VIRTUAL TOUR" OF THE MUSEUM AND TO ACTIVELY "INTERACT" WITH THE MUSEUM'S LIBRARY. THE WEBSITE INVITES VISITORS TO THE SITE TO DONATE TO THE MUSEUM IF THEY WOULD LIKE TO SUPPORT ITS MISSION. 4) COMPOSITION OF THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS PRESENTLY IS MADE UP OF TEN DIRECTORS WHO ARE LOCATED THROUGHOUT THE UNITED STATES. THESE DIRECTORS ARE A REPRESENTATIVE GROUP WITH AN INTEREST IN PRESERVING THE MEMORY OF THOSE WHO SERVED IN THE 390TH BOMB GROUP IN WORLD WAR II. WITH THE EXCEPTION OF ONE DIRECTOR (ALLAN MOLLER), NONE OF THE DIRECTORS ARE RELATED TO A SINGLE FAMILY OR ANY PERSON PROVIDING MAJOR SUPPORT TO THE MUSEUM. 5) EDUCATIONAL AND RESEARCH OPPORTUNITIES - WWII RESEARCH FACILITY. RESEARCH DEPARTMENT. THE MUSEUM MAINTAINS A RESEARCH DEPARTMENT THAT ANSWERED OVER 500 INQUIRIES FROM THE PUBLIC IN 2014 VIA E-MAILS, THE WEB GUEST LOG, AND DIRECT VISITS RELATING TO THE HISTORY OF INDIVIDUALS OF THE 390TH BOMB GROUP AS WELL AS TO OTHER WWII BOMB GROUPS. MUSEUM INTERNSHIP PROGRAM. THE MUSEUM SPONSORED TWO PART-TIME GRADUATE STUDENT INTERNS FOR TWELVE WEEKS IN THE SUMMER OF 2014 FROM THE UNIVERSITY OF ARIZONA, TUCSON, AZ. THE INTERNS ASSISTED WITH HISTORICAL RESEARCH AND CATALOGING OUR ARCHIVAL MATERIALS. THE MUSEUM PLANS TO CONTINUE SPONSORING SUCH PROGRAMS IN THE FUTURE. 6) COMMUNITY INVOLVEMENT. THE MUSEUM HAS BEEN PARTICIPATING IN PROGRAMS WITH THE LOCAL SCHOOL COMMUNITY, WHERE TEACHERS FROM VARIOUS LOCAL SCHOOL DISTRICTS BRING THEIR CLASSES TO THE FACILITY TO LEARN ABOUT WORLD WAR II AND THE AIR WAR IN EUROPE. IN 2014, MORE THAN 25 SCHOOL GROUPS VISITED THE MUSEUM AS PART OF THEIR CURRICULUM. THE MUSEUM ALSO EXPANDED ITS OUTREACH PROGRAM BY 130% USING SOCIAL MEDIA TO CONTACT SCHOOLS ABOUT THE MUSEUM TO PROMOTE INTEREST. THE MUSEUM HAS BEEN PARTNERING WITH MANY GROUPS, INCLUDING DAVIS-MONTHAN AIR FORCE BASE, CUB SCOUT PACK 776, BOY SCOUT TROOP 774, GIRL SCOUTS, PSA ART AWAKENINGS, LA CHOLLA HIGH SCHOOL JROTC, SONORAN MODEL BUILDERS CLUB, CIVIL AIR PATROL, BIG BROTHERS/BIG SISTERS OF TUCSON, AND THE SALVATION ARMY OF TUCSON. THE MUSEUM PARTICIPATED IN PASM'S "NIGHT WINGS PROGRAM", A FAMILY EVENT WITH CHILDREN, OVER A THREE-MONTH PERIOD OVER THE SUMMER. THE MUSEUM PLANS TO PARTICIPATE IN SUCH PROGRAM ON THREE DIFFERENT DATES IN 2015. VETERANS DAY EVENT. THE MUSEUM SPONSORED A VETERANS' DAY EVENT IN WHICH VETERANS VISITING THE MUSEUM COULD PICK A BOWL WHICH HAD BEEN PAINTED BY ONE OF OUR OUTREACH GROUPS "PSA ART AWAKENINGS". PSA ART AWAKENINGS WORKS WITH ADULTS WHO SUFFER FROM SEVERE MENTAL DISORDERS BY USING ART THERAPY. THE BOWLS WERE PAINTED WITH THEIR PATRIOTIC IMPRESSIONS FROM THE MUSEUM VISIT EARLIER IN THE YEAR. VETERANS WERE ALSO TREATED TO CUPCAKES DONATED BY "CAKES FOR CAUSES", A NOT FOR PROFIT BAKERY LOCATED IN TUCSON. 7) ADDITIONAL FACTORS FOR MEMBERSHIP ORGANIZATIONS. SOLICITATION OF DUES PAYING MEMBERS. THE WORLD WAR II EXPERIENCE OUTREACH PROGRAM, PARTICIPATED IN BY THE MUSEUM THROUGH THE PROMOTION WITH OTHER WORLD WAR II ORGANIZATIONS SUCH AS THE LIBERTY FOUNDATION, INC. AND THE YANKEE AIR MUSEUM, IS THE FLIGHT EXPERIENCE BY MEMBERS OF THE PUBLIC IN WORLD WAR II AIRCRAFT, AND IS A PRIME EXAMPLE OF MUSEUM OUTREACH FOR THE PURPOSE OF OBTAINING ADDITIONAL DUES-PAYING MEMBERS IN THE ORGANIZATION. THE MUSEUM ALSO HAS AN ACTIVE PROGRAM TO INCREASE MEMBERSHIP BY SOLICITING CURRENT MEMBERS OF THE 390TH TO ENROLL MEMBERS AND DESCENDANTS OF THEIR FAMILIES IN THE MUSEUM. IT IS ANTICIPATED THAT OUTREACH WILL BE INCREASED TO OTHER WORLD WAR II MUSEUMS IN THE COMING YEARS. THE MUSEUM HAS ADOPTED A MEMBERSHIP FEE STRUCTURE AS FOLLOWS: DESCENDANT MEMBERSHIP FEE OF $35.00; ASSOCIATED MEMBERSHIP FEE OF $40.00; STUDENT MEMBERSHIP FEE OF $20.00; FAMILY MEMBERSHIP FEE OF $70.00; AND FREE MEMBERSHIP FOR ANY 390TH VETERAN AND SPOUSE. THE FEES ARE DESIGNED TO MAKE MEMBERSHIP AVAILABLE TO A BROAD SEGMENT OF THE INTERESTED PUBLIC, BOTH LOCAL AND NATIONWIDE. THE ACTIVITIES OF THE MUSEUM ARE DESIGNED TO ATTRACT THOSE WHO HAVE A BROAD COMMON INTEREST IN MILITARY HISTORY AND THE WORLD WAR II AIR WAR IN EUROPE IN PARTICULAR.

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

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

390TH MEMORIAL MUSEUM FOUNDATION INC

Employer identification number

94-2764158

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

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

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... 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 390TH MEMORIAL MUSEUM FOUNDATION INC

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
RESTRICTED	,	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (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 390TH MEMORIAL MUSEUM FOUNDATION INC

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
390TH MEMORIAL MUSEUM FOUNDATION INC

Employer identification number

94-2764158

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

(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

(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

(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

(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:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

390TH MEMORIAL MUSEUM FOUNDATION INC

Employer identification number

94-2764158

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

$ 55,394

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	2,623,290	2,234,808	2,087,449	2,006,376	1,817,252
b	Contributions ........					7,000
c	Net investment earnings, gains, and losses	228,106	388,482	147,359	81,073	182,124
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	500,000
f	Administrative expenses ....	2,308
g	End of year balance ......	2,349,088	2,623,290	2,234,808	2,087,449	2,006,376

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................	3,473,374	423,763	3,049,611
c	Leasehold improvements ............
d	Equipment ................	60,884	54,167	6,717
e	Other .................	43,934	31,279	12,655
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				3,068,983

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	1,186,456
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	150,980
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	150,980
3	Subtract line 2e from line 1.....................			3	1,035,476
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b	-57,107
c	Add lines 4a and 4b.......................			4c	-57,107
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	978,369

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	820,775
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	57,107
e	Add lines 2a through 2d......................			2e	57,107
3	Subtract line 2e from line 1.....................			3	763,668
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	763,668

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART III, LINE 4:	THE COLLECTIONS CONSIST OF WORLD WAR II MEMORABILIA. THE ORGANIZATION'S COLLECTIONS OF MEMORABILIA FURTHER THE ORGANIZATION'S PURPOSE BY EDUCATING THE PUBLIC ON THE ROLE THE UNIT PLAYED IN WORLD WAR II. THE EXHIBITS EDUCATE YOUNGER GENERATIONS ON THE HISTORICAL SIGNIFICANCE OF THE EVENTS THIS BOMB GROUP WAS A PART OF.
PART V, LINE 4:	THIS IS A QUASI-ENDOWMENT FUND ESTABLISHED BY THE BOARD OF DIRECTORS TO SUPPORT THE MUSEUM IN THE EVENT THAT FUTURE DONATIONS ARE NOT SUFFICIENT FOR CONTINUED OPERATION.
PART X, LINE 2:	THE ORGANIZATION FOLLOWS THE REQUIREMENTS FOR ACCOUNTING FOR UNCERTAIN TAX POSITIONS. THE ORGANIZATION HAS DETERMINED THAT IT IS NOT REQUIRED TO RECORD A LIABILITY RELATED TO UNCERTAIN TAX POSITIONS.
PART XI, LINE 4B - OTHER ADJUSTMENTS:	COST OF MERCHANDISE SOLD INCLUDED IN EXPENSES ON AUDITED FINANCIALS -32,608. FUNDRAISING EVENT EXPENSES INCLUDED IN REVENUE SECTION OF FORM 990 -24,499.
PART XII, LINE 2D - OTHER ADJUSTMENTS:	COST OF MERCHANDISE SOLD INCLUDED IN EXPENSES ON AUDITED FINANCIALS 32,608. FUNDRAISING EVENT EXPENSES INCLUDED IN REVENUE SECTION OF FORM 990 24,499.

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

Attach to Form 990 or Form 990-EZ.
right arrow

Information about Schedule G (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization
390TH MEMORIAL MUSEUM FOUNDATION INC

Employer identification number

94-2764158

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17. Form 990-EZ

filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)	(iii) Did fundraiser have custody or control of contributions?
	Yes	No










Total .................

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

For Paperwork Reduction Act Notice, see the Instructions for Form 990or 990-EZ.

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2014

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

		(a) Event #1 REUNION (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	20,266	20,266
2	Less: Contributions . .
3	Gross income (line 1 minus line 2) . . .	20,266	20,266
4	Cash prizes . . .
5	Noncash prizes . .	297	297
6	Rent/facility costs . .	11,874	11,874
7	Food and beverages .	5,306	5,306
8	Entertainment . . .	1,790	1,790
9	Other direct expenses .	5,232	5,232
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........		24,499
11	Net income summary. Subtract line 10 from line 3, column (d)...........		-4,233

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d) ......... right arrow

Enter the state(s) in which the organization conducts gaming activities:

Is the organization licensed to conduct gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2014

Page 3

Does the organization conduct gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activities conducted in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also provide any additional information (see instructions).

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
390TH MEMORIAL MUSEUM FOUNDATION INC

Employer identification number
94-2764158

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section if applicable	(d) Amount of cash grant	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance
(1) LIBERTY FOUNDATION 11564 EAST 7TH STREET TULSA,OK74128	03-0508923	501(C)(3) PUBLIC CHA	52,500	N/A	N/A	TO ASSIST IN PRODUCING EDUCATIONAL MATERIALS ON THE "WAR BIRD" PROGRAM RUN BY THE FOUNDATION. THIS WAS DESIGNED TO PROVIDE A SUPERIOR WORLD WAR II LEARNING OPPORTUNITY FOR PARTICIPANTS.
(2)						GENERAL FUND
(3) YANKEE AIR MUSEUM PO BOX 590 BELLEVILLE,MI48112	38-2387453	501(C)(3) PUBLIC CHA	17,500	N/A	N/A	TO SPONSOR THE VINTAGE AIRCRAFT MAINTENANCE PROJECT WHICH IS AN INTEGRAL PART OF THE 390TH MEMORIAL MUSEUM'S HISTORICAL EDUCATIONAL MISSION. THESE WERE THE AIRCRAFT FLOWN BY THE BOMB GROUP MEMORIALIZED BY THE 390TH.

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	DIRECTOR OF DEVELOPMENT AND THE EXECUTIVE DIRECTOR FOLLOW THE PROCEDURES AND POLICY THAT WAS ESTABLISHED FOR THE WWII EDUCATIONAL OUTREACH PROGRAM.

Schedule I (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

390TH MEMORIAL MUSEUM FOUNDATION INC

Employer identification number

94-2764158

Return Reference	Explanation
FORM 990, PART III, LINE 2	EXPANDED OUTREACH PROGRAMS.
FORM 990, PART VI, SECTION B, LINE 11	A FINAL COPY OF THE FORM 990 IS PROVIDED IN ELECTRONIC FORM TO ALL MEMBERS OF THE BOARD PRIOR TO FILING. BOARD MEMBERS HAVE THE OPPORTUNITY TO EXAMINE AND QUESTION ITEMS ON THE FORM, BUT NO FORMAL REVIEW IS OR WILL BE CONDUCTED.
FORM 990, PART VI, SECTION B, LINE 12C	THE ORGANIZATION ADOPTED A CONFLICT OF INTEREST POLICY AND IS REGULARLY MONITORING AND ENFORCING THE POLICY THROUGH AN AUDIT COMMITTEE THAT IS CHARGED, AS ONE OF ITS RESPONSIBILITIES, WITH ENSURING COMPLIANCE. ALSO, ONCE A YEAR ALL BOARD MEMBERS ARE REQUIRED TO SIGN AN ANNUAL CONFLICTS OF INTEREST COMPLIANCE STATEMENT, STATING THAT THEY HAVE COMPLIED WITH THE POLICY FOR THE PAST YEAR, AND THAT THEY AGREE TO CONTINUE TO COMPLY WITH THIS POLICY.
FORM 990, PART VI, SECTION B, LINE 15	SALARIES ARE ESTABLISHED BY THE FULL BOARD OF DIRECTORS FOLLOWING EVALUATION OF EACH EMPLOYEE'S PERFORMANCE AND THE NEEDS AND AVAILABLE RESOURCES OF THE ORGANIZATION. THE EXECUTIVE DIRECTOR RECOMMENDS SALARY AND BENEFITS FOR EMPLOYEES AND THE BOARD OF DIRECTORS APPROVES.
FORM 990, PART VI, SECTION C, LINE 18	PRINTED COPIES OF THE FORM 990 FOR THE CURRENT YEAR AND THE PREVIOUS FOUR YEARS ARE MAINTAINED IN THE BUSINESS OFFICE. THESE FORMS ARE AVAILABLE UPON REQUEST FOR PUBLIC REVIEW DURING NORMAL BUSINESS HOURS.
FORM 990, PART VI, SECTION C, LINE 19	ORGANIZATION POLICY STATEMENTS ARE AVAILABLE IN THE BUSINESS OFFICE DURING NORMAL BUSINESS HOURS. UPON REQUEST, MEMBERS OF THE PUBLIC MAY VIEW THESE DOCUMENTS. FINANCIAL STATEMENTS, OTHER THAN THE FINANCIAL DATA INCLUDED IN THE FORM 990, ARE NOT AVAILABLE TO THE PUBLIC.
FORM 990, PART XII, LINE 2C: OVERSIGHT PROCESS	THERE HAS BEEN NO CHANGE TO THE OVERSIGHT PROCESS FOR THE AUDIT OF THE FINANCIAL STATEMENTS OR THE SELECTION OF AN INDEPENDENT AUDITOR.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	920,593	901,819
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	98,561	77,302
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	21,286	-752
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	1,040,440	978,369
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	340,748	70,300
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	174,658	168,935
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 70,933
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	208,831	524,433
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	724,237	763,668
19	Revenue less expenses. Subtract line 18 from line 12.......	316,203	214,701
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	6,274,078	5,945,288
21	Total liabilities (Part X, line 26).............	1,546,803	852,332
22	Net assets or fund balances. Subtract line 21 from line 20.....	4,727,275	5,092,956

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 541,838 including grants of $ 70,300 ) (Revenue $ 3,481 )
	THE 390TH MEMORIAL MUSEUM IS A TREASURE OF WORLD WAR II IMAGES, MEMORABILIA, AND PERSONAL HISTORIES OF THE ACHIEVEMENTS OF THE 390TH BOMBARDMENT GROUP (H), AN EIGHTH AIR FORCE UNIT THAT WAS BASED IN ENGLAND FROM 1943 TO 1945. DURING 2014, 149,775 VISITORS EXPERIENCED THE MUSEUM VIEWING EXHIBITS AND SPEAKING WITH DOCENTS. THERE WERE OVER 2,400 MEMBERS IN 2014 WHO ARE VITALLY INTERESTED IN OUR PURPOSE. WE DISTRIBUTED 7,044 FULL COLOR QUARTERLY NEWSLETTERS DURING 2014. OUR POPULAR WEBSITE, WWW.390TH.ORG, ATTRACTS THOUSANDS OF VISITORS AND DESCRIBES IN GREAT DETAIL OUR MISSION AND PURPOSE. ON THAT SITE, INDIVIDUALS MAY ACCESS A COMPREHENSIVE DATABASE TO PERFORM RESEARCH ON INDIVIDUALS AND GROUP MILITARY OPERATIONS. THERE IS ALSO A VIRTUAL TOUR OF THE MUSEUM ON THE WEBSITE THAT ALLOWS VETERANS UNABLE TO VISIT TO VIEW THE EXHIBITS AND SEE THE MUSEUM.DURING 2013, THE MUSEUM CONSTRUCTED A BEAUTIFUL NEW BUILDING AT A COST OF $2.4 MILLION WHICH ADDED EXHIBIT ROOMS, A THEATRE, A LARGER LIBRARY AND RESEARCH DEPARTMENT SPACE AND A CONTROL TOWER EXHIBIT. IN ADDITION, A UNIQUE MEZZANINE VIEW OF A B-17 IS A MAJOR ATTRACTION. THE MUSEUM IS PROUD TO RECOGNIZE ITS 43 DOCENTS WHO HAVE EXTENSIVE TRAINING AND SOME WERE PARTICIPANTS IN THE BOMBING CAMPAIGN WHO SERVED WITH THE 390TH BOMBARDMENT GROUP.THE ORGANIZATION DOES NOT CHARGE AN ENTRANCE FEE TO VISITORS TOURING THE MUSEUM.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses541,838

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) ALLAN S MOLLER........................................................................ PRESIDENT, BOARD OF DIRECTORS	5.00 .......................	X	X	0	0	0
(2) DON BROOKS........................................................................ VICE PRESIDENT, BOARD OF DIRECTORS	0.60 .......................	X	X	0	0	0
(3) FRANK DRAIN........................................................................ SECRETARY, BOARD OF DIRECTORS	0.60 .......................	X	X	0	0	0
(4) MARY P TRUITT........................................................................ TREASURER, BOARD OF DIRECTORS	2.00 .......................	X	X	0	0	0
(5) RON SABLE........................................................................ BOARD MEMBER	0.60 .......................	X		0	0	0
(6) MIKE DARTER........................................................................ BOARD MEMBER	0.60 .......................	X		0	0	0
(7) VONNA HUSBY........................................................................ BOARD MEMBER	0.60 .......................	X		0	0	0
(8) ROBYN FREY........................................................................ BOARD MEMBER	0.60 .......................	X		0	0	0
(9) WILLIAM MACVICAR........................................................................ BOARD MEMBER	0.60 .......................	X		0	0	0
(10) CAROL WARNER........................................................................ BOARD MEMBER	0.60 .......................	X		0	0	0
(11) WALTER SCALES........................................................................ EXECUTIVE DIRECTOR	40.00 .......................		X	53,494	0	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)						(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title

1	Briefly describe the organization’s mission or most significant activities: TO EDUCATE THE PUBLIC REGARDING THE HISTORY OF THE 390TH BOMB GROUP AND THE 8TH AIR FORCE.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	10
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	10
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	6
6	Total number of volunteers (estimate if necessary) .............	6	46
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	53,494	0	0

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b		63,026
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		838,793

g	Noncash contributions included in lines 1a-1f:$		3,065
h	Total. Add lines 1a-1f.......			901,819
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........
3	Investment income (including dividends, interest, and other similar amounts).......			77,956			77,956
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	21,077
b	Less: cost or other basis and sales expenses	21,731
c	Gain or (loss)	-654
d	Net gain or (loss)..........			-654			-654
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a		20,266
b	Less: direct expenses ...b		24,499
c	Net income or (loss) from fundraising events..			-4,233			-4,233
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a		36,089
b	Less: cost of goods sold ..b		32,608
c	Net income or (loss) from sales of inventory..			3,481	3,481
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			978,369	3,481	0	73,069


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			31,571	1	24,731
2	Savings and temporary cash investments .........			1,130,328	2	469,199
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			43,365	4	43,191
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............			46,257	8	39,103
9	Prepaid expenses and deferred charges ..........				9	4,972
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	3,578,192
b	Less: accumulated depreciation .....	10b	509,209	3,156,697	10c	3,068,983
11	Investments—publicly traded securities ..........			1,810,466	11	2,239,715
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			55,394	15	55,394
16	Total assets. Add lines 1 through 15 (must equal line 34)......			6,274,078	16	5,945,288
17	Accounts payable and accrued expenses .........			179,305	17	67,281
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			1,367,498	23	785,051
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................				25
26	Total liabilities. Add lines 17 through 25.........			1,546,803	26	852,332
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............				27
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........			0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....			0	31	0
32	Retained earnings, endowment, accumulated income, or other funds			4,727,275	32	5,092,956
33	Total net assets or fund balances ...........			4,727,275	33	5,092,956
34	Total liabilities and net assets/fund balances ........			6,274,078	34	5,945,288