Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2014
Open to Public Inspection
For calendar year 2014, or tax year beginning 2014, and ending , 20
Name of foundation
PHOEBE R & JOHN D LEWIS FOUNDATION
C/O PRL INVESTMENTS LLP

Number and street (or P.O. box number if mail is not delivered to street address)5205 N IRONWOOD ROAD NO 211   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MILWAUKEE, WI53217
A Employer identification number

31-1401478
B Telephone number (see instructions)

(414) 231-9724
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$11,661,205J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach
schedule).............. 1,003,277
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 193,169 193,169  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 410,336
b Gross sales price for all assets on line 6a 2,334,282
7 Capital gain net income (from Part IV, line 2)... 1,335,337
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 1,606,782 1,528,506  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 2,400 1,800   600
c Other professional fees (attach schedule).... Click to see attachment 79,987 72,252   7,735
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 20,574 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 855 855   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 103,816 74,907   8,335
25 Contributions, gifts, grants paid........ 457,900 457,900
26 Total expenses and disbursements. Add lines 24 and 25 561,716 74,907   466,235
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,045,066
b Net investment income (if negative, enter -0-) 1,453,599
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 5,876,634 Click to see attachment5,948,309 9,690,132
c Investments—corporate bonds (attach schedule)........ 149,773 Click to see attachment149,773 153,882
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 842,617 Click to see attachment1,816,001 1,817,009
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment175 Click to see attachment182 Click to see attachment182
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 6,869,199 7,914,265 11,661,205
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted...................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 6,869,199 7,914,265
30 Total net assets or fund balances (see instructions)...... 6,869,199 7,914,265
31 Total liabilities and net assets/fund balances (see instructions).. 6,869,199 7,914,265
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 6,869,199
2 Enter amount from Part I, line 27a..................... 2 1,045,066
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 7,914,265
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 7,914,265
Form 990-PF (2014)
Form 990-PF (2014)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a ML PRIVATE EQUITY FUND (K-1) P    
b PUBLICLY TRADED SECURITIES #2617196      
c PUBLICLY TRADED SECURITIES #2618177      
d PUBLICLY TRADED SECURITIES #2618177      
e PUBLICLY TRADED SECURITIES #2626137      
PUBLICLY TRADED SECURITIES #2626137      
SECURITIES LITIGATION P    
CAPITAL GAINS DIVIDENDS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a       -3,581
b 1,008,005   78,276 929,729
c 517,241   310,141 207,100
d 126,378   127,866 -1,488
e 119,706   115,338 4,368
558,314   363,743 194,571
4,291     4,291
347     347
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       -3,581
b       929,729
c       207,100
d       -1,488
e       4,368
      194,571
      4,291
      347
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 1,335,337
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2013 417,600 9,487,032 0.044018
2012 410,875 8,493,800 0.048374
2011 384,323 8,304,374 0.046280
2010 348,420 7,805,596 0.044637
2009 427,311 7,045,079 0.060654
2 Total of line 1, column (d) ...................... 2 0.243963
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.048793
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 11,061,255
5 Multiply line 4 by line 3....................... 5 539,712
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 14,536
7 Add lines 5 and 6......................... 7 554,248
8 Enter qualifying distributions from Part XII, line 4.............. 8 466,235
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2014)
Form 990-PF (2014)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 29,072
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 29,072
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 29,072
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 14,440
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 22,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 36,440
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 7,368
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet7,368 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletWI
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletJOHN D LEWIS Telephone no.bullet (414) 231-9724
    Located atbullet5205 N IRONWOOD ROAD STE 211MILWAUKEEWI ZIP+4bullet53217
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2014, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2014?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 2014 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2014.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.......................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    PHOEBE R LEWIS PRESIDENT
    2.00     		0 0 0
    1800 N PROSPECT AVE APT 20D
    MILWAUKEE,WI53202
    GRAHAM D LEWIS V PRESIDENT
    2.00     		0 0 0
    5638 S DORCHESTER ST
    CHICAGO,IL60637
    MEREDITH DEGEN SECRETARY
    2.00     		0 0 0
    3518 BLACKHAWK DR
    MADISON,WI53705
    JOHN D LEWIS TREASURER
    2.00     		0 0 0
    1800 N PROSPECT AVE APT 20D
    MILWAUKEE,WI53202
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 N/A 0
    2  
    3  
    4  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 8
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 N/A 0
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    11,229,701
    b
    Average of monthly cash balances.......................
    1b
    0
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    11,229,701
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    11,229,701
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    168,446
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    11,061,255
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    553,063
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    553,063
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    29,072
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    29,072
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    523,991
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    523,991
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    523,991
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    466,235
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    466,235
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    466,235
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2013     		(c)
    2013     		(d)
    2014
    1 Distributable amount for 2014 from Part XI, line 7 523,991
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 457,347
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2014:
    a From 2009.......  
    b From 2010.......  
    c From 2011.......  
    d From 2012.......  
    e From 2013.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 466,235
    a Applied to 2013, but not more than line 2a 457,347
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2014 distributable amount..... 8,888
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2014. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		515,103
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011....  
    c Excess from 2012....  
    d Excess from 2013....  
    e Excess from 2014....  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2014, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2014 (b) 2013 (c) 2012 (d) 2011
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    PHOEBE R LEWIS
    JOHN D LEWIS
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    ALVERNO COLLEGE
    3400 S 43RD ST
    MILWAUKEE,WI53234     		N/A PC EDUCATION 1,000
    AMERICAN PLAYERS THEATER
    PO BOX 819
    SPRING GREEN,WI53588     		N/A PC THEATER & ARTS 2,000
    AMERICAN RED CROSS - S ARIZONA
    5301 EAST BROADWAY BLVD
    TUCSON,AZ85711     		N/A PC MEDICAL 500
    ARIZONA LAND & WATER TRUST
    3127 N CHERRY AVENUE
    TUSCON,AZ85719     		N/A PC ENVIRONMENT 1,000
    ARIZONA PUBLIC MEDIA
    PO BOX 210067
    TUCSON,AZ85721     		N/A PC COMMUNITY 200
    ARIZONA THEATER COMPANY
    40 E 14TH ST
    TUCSON,AZ85701     		N/A PC THEATER & ARTS 700
    AURORA HEALTH CARE FOUNDATION
    750 W VIRGINA STREET
    MILWAUKEE,WI53234     		N/A PC MEDICAL 1,000
    AURORA REGIONAL FIRE MUSEUM
    PO BOX 1782
    AURORA,IL60507     		N/A PC EDUCATION 500
    BELMONT FOOD PANTRY
    PO BOX 291
    BELMONT,MA02478     		N/A PC SOCIAL 500
    CARLETON COLLEGE
    1 N COLLEGE ST
    NORTHFIELD,MN55057     		N/A PC EDUCATION 2,000
    CHICAGO HIGH SCHOOL FOR THE ARTS
    521 E 35TH STREET
    CHICAGO,IL60616     		N/A PC EDUCATION 1,000
    CIRCUS WORLD MUSEUM
    550 WATER ST HIGHWAY 113
    BARABOO,WI53913     		N/A PC SOCIAL 1,000
    CLEAN LAKE ALLIANCE
    150 EAST GILMAN STREET SUITE 2600
    MADISON,WI53703     		N/A PC ENVIRONMENT 500
    COMMUNITY COORDINATED CHILD CARE
    1736 N 2ND ST
    MILWAUKEE,WI53212     		  PC SOCIAL 2,000
    CRADLES TO CRAYONS
    155 NORTH BEACON STREET
    BRIGHTON,MA02135     		N/A PC EDUCATION 2,500
    DOCTORS WITHOUT BORDERS
    333 7TH AVENUE 2ND FLOOR
    NEW YORK,NY100015004     		N/A PC HEALTH 1,000
    ECONOMICS WISCONSIN
    161 W WISCONSIN AVE SUITE 3143
    MILWAUKEE,WI53203     		N/A PC EDUCATION 1,000
    FAMILY PROMISE CHICAGO NORTH SHORE
    PO BOX 484
    GLENCOE,IL60022     		N/A PC SOCIAL 1,000
    FAMILY SUPPORT & RESOURCE CENTER
    1945 W BROADWAY
    MADISON,WI53713     		N/A PC SOCIAL 2,000
    FIRST CONGREGATIONAL CHURCH
    PO BOX 3000
    WEST TISBURY,MA02575     		N/A PC RELIGIOUS 1,000
    FRANK LLOYD WRIGHT HERITAGE
    PO BOX 6339
    MADISON,WI537160339     		N/A PC COMMUNITY 1,000
    FRIENDS OF BOERNER BOTANICAL GARDENS
    9400 BOERNER DRIVE
    HALES CORNERS,WI53130     		N/A PC ENVIRONMENT 1,000
    HABITAT FOR HUMANITY-TUCSON AZ
    621 W LESTER ST
    TUCSON,AZ85705     		N/A PC SOCIAL 500
    HORIZONS FOR HOMELESS CHILDREN
    1705 COLUMBUS AVE
    ROXBURY,MA02119     		N/A PC SOCIAL 1,500
    HOSPICE OF MARTHA'S VINEYARD
    PO BOX 2549
    OAK BLUFFS,MA02557     		N/A PC HEALTH 500
    HUMAN RIGHTS WATCH
    350 FIFTH AVENUE 34TH FLOOR
    NEW YORK,NY10118     		N/A PC SOCIAL 1,000
    IMMANUEL PRESBYTERIAN CHURCH
    1100 N ASTOR STREET
    MILWAUKEE,WI53202     		N/A PC RELIGOUS 1,000
    INTERFAITH BUSINESS BUILDERS
    1707 WESTWOOD AVE
    CINCINNATI,OH45214     		N/A PC SOCIAL 2,000
    INTERNATIONAL CRANE FOUNDATION
    PO BOX 447
    BARABOO,WI53913     		N/A PC ENVIRONMENT 1,500
    LEGAL MOMENTUMNOW LEGAL DEFENSE AND EDUCATION FUND
    395 HUDSON STREET
    NEW YORK,NY100143684     		N/A PC EDUCATION 1,000
    LINCOLN PARK ZOO
    PO BOX 14903
    CHICAGO,IL60614     		N/A PC ENVIRONMENT 500
    LOOMIS CHAFFEE SCHOOL
    4 BATCHEDLER ROAD
    WINDSOR,CT06095     		N/A PC EDUCATION 2,500
    MADISON AUDUBON SOCIETY
    1400 E WASHINGTON AVE 170
    MADISON,WI53703     		N/A PC ENVIRONMNET 500
    MADISON COMMUNITY FOUNDATION
    PO BOX 5010
    MADISON,WI53705     		N/A PC SOCIAL 2,000
    MALAIKA EARLY LEARNING CENTER
    125 W AUER AVENUE
    MILWAUKEE,WI53212     		N/A PC EDUCATION 1,000
    MARTHA'S VINEYARD HOSPITAL
    PO BOX 1477
    OAK BLUFFS,MA02557     		N/A PC HEALTH 2,000
    MARTHA'S VINEYARD MUSEUM
    PO BOX 1310
    EDGARTOWN,MA02539     		N/A PC EDUCATION 100,000
    MASS AUDUBON
    208 SOUTH GREAT ROAD
    LINCOLN,MA01773     		N/A PC RELIGIOUS 1,500
    MEALS AT HOME
    1123 EMERSON ST STE 213
    EVANSTON,IL60201     		N/A PC HEALTH 1,000
    MEDICAL COLLEGE OF WISCONSIN
    8701 WATERTOWN PLANK ROAD
    MILWAUKEE,WI53226     		N/A PC EDUCATION 15,000
    MILWAUKEE ART MUSEUM
    700 N ART MUSEUM DR
    MILWAUKEE,WI53202     		N/A PC THEATER & ARTS 5,000
    MILWAUKEE CHAMBER THEATER
    158 N BROADWAY
    MILWAUKEE,WI53202     		N/A PC THEATER & ARTS 1,500
    MILWAUKEE REPERTORY THEATER
    108 E WELLS ST
    MILWAUKEE,WI53202     		N/A PC THEATER & ARTS 4,500
    MILWAUKEE SYMPHONY ORCHESTRA
    700 N WATER STREET SUITE 700
    MILWAUKEE,WI53202     		N/A PC THEATER & ARTS 1,000
    NAMI WISCONSIN
    1410 NORTHPORT DRIVE
    MADISON,WI53704     		N/A PC EDUCATION 1,700
    NATIONAL AUDUBON SOCIETY
    225 VARICK ST 7TH FLOOR
    NEW YORK,NY10014     		N/A PC ENVIRONMENT 1,000
    NATURE CONSERVANCY OF AZ
    1510 E FORT LOWELL ROAD
    TUCSON,AZ85719     		N/A PC ENVIRONMENT 2,000
    NATURE CONSERVANCY OF WI
    4245 N FAIRFAX DR SUITE 100
    ARLINGTON,VA22203     		N/A PC ENVIRONMENT 3,000
    ORIENTAL INSTITUTE
    1155 EAST 58TH STREET
    CHICAGO,IL60637     		N/A PC MUSEUM 500
    PARTNERS IN HEALTH
    888 COMMONWEALTH AVE 3RD FLOOR
    BOSTON,MA02215     		N/A PC HEALTH 2,500
    PINEY WOODS SCHOOL
    PO BOX 57
    PINEY WOODS,MS39148     		N/A PC EDUCATION 76,000
    PLANNED PARENTHOOD OF AZ
    127 S FIFTH AVE
    TUCSON,AZ85701     		N/A PC MEDICAL 4,000
    PLANNED PARENTHOOD OF WI
    111 KING ST SUITE 23
    MADISON,WI532012566     		N/A PC MEDICAL 5,000
    PORCHLIGHT INC
    306 N BROOKS ST
    MADISON,WI53715     		N/A PC SOCIAL 2,800
    PRINCETON UNIVERSITY
    PO BOX 46
    PRINCETON,NJ08544     		N/A PC EDUCATION 10,000
    RESOURCE CENTER
    222 EAST 135TH PLACE
    CHICAGO,IL60627     		N/A PC ENVIRONMENT 1,000
    RIVER REVITALIZATION FOUNDATION
    1845 N FARWELL AVE STE 100
    MILWAUKEE,WI53202     		N/A PC ENVIRONMENT 20,000
    RIVEREDGE NATURE CENTER
    PO BOX 26
    NEWBURG,WI53060     		N/A PC ENVIRONMENT 2,000
    SAINT JOHN'S ON THE LAKE
    1840 N PROSPECT AVE
    MILWAUKEE,WI53202     		N/A PC RELIGIOUS 5,000
    SCHLITZ AUDUBON NATURE CENTER
    1111 E BROWN DEER RD
    MILWAUKEE,WI53217     		N/A PC ENVIROMENT 500
    SHERIFF'S MEADOWS FDN
    ROUTE 1 BOX 319X
    VINEYARD HAVEN,MA02568     		N/A PC ENVIRONMENT 5,000
    SKYLIGHT THEATRE
    158 N BROADWAY
    MILWAUKEE,WI53202     		N/A PC THEATER & ARTS 1,500
    SMITH COLLEGE
    33 ELM STREET
    NORTHAMPTON,MA01063     		N/A PC EDUCATION 50,000
    SPARC
    1 SPARC CENTER PLAZA 232 BRUM LANE
    SPRINGFIELD,IL62702     		N/A PC EDUCATION 1,500
    SUFFIELD ACADEMY
    185 NORTH MAIN STREET
    SUFFIELD,CT06078     		N/A PC EDUCATION 1,000
    TEN CHIMNEY'S FOUNDATION
    PO BOX 225
    GENESEE DEPOT,WI53127     		N/A PC THEATER & ARTS 30,000
    THE BALDWIN SCHOOL
    701 MONTGOMERY AVE
    BRYN MAWR,PA19010     		N/A PC EDUCATION 10,000
    TUBAC CENTER OF THE ARTS
    9 PLAZA RD
    TUBAC,AZ85646     		N/A PC THEATER & ARTS 500
    TUCSON SYMPHONY ORCHESTRA
    2175 N 6TH AVE
    TUCSON,AZ85705     		N/A PC THEATER & ARTS 1,000
    UNITED COMMUNITY CENTER
    1028 S 9TH ST
    MILWAUKEE,WI53204     		N/A PC SOCIAL 1,000
    UNITED WAY
    225 W VINE ST
    MILWAUKEE,WI53212     		N/A PC SOCIAL 5,000
    UNIVERSITY OF ARIZONA HUMANITIES
    PO BOX 210109
    TUCSON,AZ857210109     		N/A PC EDUCATION 1,000
    UNIVERSITY OF ARIZONA MUSEUM OF ART
    PO BOX 210109
    TUCSON,AZ857210109     		N/A PC EDUCATION 2,000
    UNIVERSITY OF ARIZONA SCHOOL OF ART
    PO BOX 210109
    TUCSON,AZ857210109     		N/A PC EDUCATION 1,000
    UNIVERSITY OF CHICAGO
    5801 S ELLIS AVE
    CHICAGO,IL60637     		N/A PC EDUCATION 6,500
    UNIVERSITY OF CHICAGO RADIOLOGY DEPT
    5841 SOUTH MARYLAND AVENUE
    CHICAGO,IL60637     		N/A PC EDUCATION 1,500
    UPAF
    929 N WATER ST
    MILWAUKEE,WI53202     		N/A PC THEATER & ARTS 3,500
    URBAN ECOLOGY CENTER
    1500 E PARK PLACE
    MILWAUKEE,WI53211     		N/A PC ENVIRONMENT 20,000
    UW-MILWAUKEE FOUNDATION
    PO BOX 413
    MILWAUKEE,WI53201     		N/A PC EDUCATION 2,000
    VINEYARD PLAYHOUSE
    PO BOX 242
    VINEYARD HAVEN,MA02568     		N/A PC THEATER & ARTS 1,000
    VISITING NURSE ASSOCIATION OF WISCONSIN
    11333 W NATIONAL AVE
    MILWAUKEE,WI53227     		N/A PC MEDICAL 2,000
    WEST TISBURY LIBRARY FOUNDATION
    1042 STATE ROAD
    VINEYARD HAVEN,MA02568     		N/A PC EDUCATION 500
    WISCONSIN CONSERVATORY OF MUSIC
    1584 N PROSPECT AVE
    MILWAUKEE,WI53202     		N/A PC THEATER & ARTS 500
    WOMEN'S FUND-GTR MILWAUKEE FDN
    1020 N BROADWAY
    MILWAUKEE,WI53202     		N/A PC SOCIAL 1,000
    WOODS HOLE OCEANOGRAPHIC INSTITUTE
    MS 8
    WOODS HOLE,MA02543     		N/A PC EDUCATION 500
    Total .................................bullet 3a 457,900
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 193,169  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 410,336  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 603,505 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13603,505
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2014
    Name of the organization
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    Employer identification number

    31-1401478
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




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

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 2
    Name of organization
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP         		Employer identification number

    31-1401478
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    PHOEBE JOHN LEWIS  
    1800 N PROSPECT AVE APT 20D
     
    MILWAUKEE, WI53202

    		$1,003,277


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 3
    Name of organization
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP         		Employer identification number

    31-1401478
    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
    1
    		 1000SH AETNA, 6750 SH FISERV, 521 SH HOSPIRA, 1668SH INTL BUSINESS MACHINES CORP, 3200 SH JP MORGAN $ 1,003,277 2014-07-09
    (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
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP         		Employer identification number

    31-1401478
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
    that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2014 AccountingFeesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    EIN: 31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 2,400 1,800   600

    TY 2014 InvestmentsCorpBondsSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    EIN: 31-1401478
    Name of Bond End of Year Book Value End of Year Fair Market Value
    GOLDMAN SACHS 2.9% 149,773 153,882

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    EIN: 31-1401478
    Name of Stock End of Year Book Value End of Year Fair Market Value
    PK NATL CORP COM 392,517 816,847
    ACCENTURE PLC SHS CL A NEW 79,639 244,709
    APACHE CORP COM 0 0
    COGNIZANT TECHNOLOGY SOLUTIONS 165,821 486,578
    EBAY INC 152,128 166,396
    EXPRESS SCRIPTS INC 0 0
    FASTENAL CO COM 106,647 157,661
    FRKLN RES INC COM 161,769 252,487
    GOOGLE INC CL A 88,658 177,771
    GOOGLE INC COM 88,375 176,344
    HELMERICH & PAYNE INC COM 188,904 219,452
    HOME DEPOT INC COM 172,955 217,288
    JACOBS ENGR GROUP 0 0
    PETSMART INC 0 0
    PNC FINANCIAL SERVICES GROUP 156,249 269,585
    SW AIRL CO COM 106,042 261,961
    TJX COS INC COM 59,814 273,977
    UNITEDHEALTH GROUP INC 134,364 213,300
    VISA INC COM CL A 100,933 407,721
    ABBOTT LAB COM 94,321 144,064
    AMGEN INC COM 100,031 143,361
    APACHE CORP COM 131,597 87,738
    AT&T INC COM 120,656 144,437
    CELGENE CORP COM 45,785 178,976
    CHEVRON CORP 64,748 123,398
    COCA COLA CO COM 122,023 160,436
    DANAHER CORP COM 112,544 222,846
    DISCOVERY COMMUNICATIONS INC 201,457 158,470
    DOMINION RES INC VA NEW COM 114,475 192,250
    DOW CHEMICAL CO COM 120,613 200,684
    DU PONT E I DE NEMOURS & CO 169,741 229,214
    EATON CORP COM 122,469 163,104
    EOG RESOURCES INC COM 130,793 119,691
    EXXON MOBIL CORP COM 72,575 129,430
    GENERAL ELECTRIC 132,481 171,836
    FEDEX CORP COM 118,734 225,758
    GOOGLE INC CL A 107,438 119,399
    INTERNATIONAL BUSINESS MACHS CORP 0 0
    MERCK & CO INC 106,502 159,012
    MICROSOFT CORP 86,300 143,995
    ORACLE CORP COM 89,223 139,407
    PFIZER INC COM 104,739 177,555
    PHILIP MORRIS INTL COM STK 177,916 162,900
    PPL CORP COM 145,854 188,916
    QUALCOMM INC COM 89,963 133,794
    SCHLUMBERGER LTD COM 127,403 145,197
    SOUTHERN CO COM 133,416 181,707
    STARBUCKS CORP COM 193,957 205,125
    THERMO FISHER CORP 56,303 137,819
    UNITED TECHNOLOGIES CORP 89,170 195,500
    VISA INC COM CL A 152,450 235,980
    WALT DISNEY 157,817 226,056

    TY 2014 InvestmentsOtherSchedule2
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    EIN: 31-1401478
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    ML PRIVATE EQUITY FUND LLC AT COST 1,053 2,061
    MFB NORTHERN FDS MUNI & TAXABLE MONEY MKT FDS AT COST 1,814,948 1,814,948

    TY 2014 OtherAssetsSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    EIN: 31-1401478
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    CASH IN TRANSIT 175 182 182


    TY 2014 OtherExpensesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    EIN: 31-1401478
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ML PRIVATE EQUITY FUND-INV EXPENSE 855 855   0


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    EIN: 31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADMINISTRATIVE EXPENSE 6,010 4,510   1,500
    INVESTMENT MANAGEMENT FEES 67,742 67,742   0
    LEGAL FEES 6,235 0   6,235


    TY 2014 TaxesSchedule
    Name:
    PHOEBE R & JOHN D LEWIS FOUNDATION
    C/O PRL INVESTMENTS LLP
    EIN: 31-1401478
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL TAXES 20,574 0   0