TY 2014 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
bullet

Information 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
The Rivers Foundation

% Foundation Source

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside RdSuite 123Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Wilmington, DE198091377

A Employer identification number

27-0167279

B Telephone number (see instructions)

(800) 839-1754

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$2,782,292J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... bullet

	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	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach
	schedule)..............	750,000
2	Check
	Sch. B ...............
3	Interest on savings and temporary cash investments	512		512
4	Dividends and interest from securities......	47,034		47,034
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		218,583
b	Gross sales price for all assets on line 6a 1,951,456
7	Capital gain net income (from Part IV, line 2)...			273,016
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........	1,016,129		320,562
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....		16,025	16,025
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		1,338
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		17,842	231	17,611
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	35,205		16,256	17,611
25	Contributions, gifts, grants paid........	358,000			358,000
26	Total expenses and disbursements. Add lines 24 and 25	393,205		16,256	375,611
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	622,924
b	Net investment income (if negative, enter -0-)			304,306
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	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........	690,168	960,815	960,815
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	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)
		Less: allowance for doubtful accounts
	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)........	1,477,290	1,407,839	1,412,535
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		421,728	408,942
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	2,167,458	2,790,382	2,782,292
	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 )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted...................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	2,167,458	2,790,382
	30	Total net assets or fund balances (see instructions)......	2,167,458	2,790,382
	31	Total liabilities and net assets/fund balances (see instructions)..	2,167,458	2,790,382

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	2,167,458
2	Enter amount from Part I, line 27a.....................	2	622,924
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	2,790,382
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	2,790,382

Form 990-PF (2014)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	Publicly-traded Securities
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	1,951,456	1,678,440	273,016
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			273,016
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	273,016
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 . . . . . . . . . . . . . . . .		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? Yes No

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	438,321	1,755,647	0.249664
2012	348,569	1,297,033	0.268743
2011	221,573	1,004,567	0.220566
2010	165,044	471,500	0.35004
2009	8,596	152,270	0.056452

2	Total of line 1, column (d) ......................	2	1.145465
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	0.229093
4	Enter the net value of noncharitable-use assets for 2014 from Part X, line 5.....	4	2,152,479
5	Multiply line 4 by line 3.......................	5	493,118
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	3,043
7	Add lines 5 and 6.........................	7	496,161
8	Enter qualifying distributions from Part XII, line 4..............	8	375,611
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)

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	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	6,086
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2...........................	3	6,086
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	6,086
6	Credits/Payments:

a	2014 estimated tax payments and 2013 overpayment credited to 2014	6a	1,000
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c	5,086
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	6,086
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2015 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions

for definition)?.................................

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.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

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....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

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?................

Yes

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..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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 .

Yes

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.............................

Form 990-PF (2014)

Page 5

Part VII-A

Statements Regarding Activities (continued)

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

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) .............

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).................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

The books are in care of bullet

Foundation Source Telephone no. bullet

(800) 839-1754

Located at bullet

501 Silverside Road Suite 123WilmingtonDE ZIP+4 bullet

198091377

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

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)

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

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? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(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)?.................YesNo

(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.).........YesNo

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)? ........

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?.............

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)):

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?...............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

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.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?........................YesNo

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.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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?

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))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? (see instructions)..................YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

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)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?............YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?.......................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

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
Philip M Rivers	Pres / Dir / Sec 1.0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Pres / Dir / Sec 1.0	0
Tiffany Rivers	VP / Dir 1.0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	VP / Dir 1.0	0

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










Total number of other employees paid over $50,000...................

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

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2014)

Page 8

Part IX-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

1,446,336

Average of monthly cash balances.......................

437,905

Fair market value of all other assets (see instructions)................

301,017

Total (add lines 1a, b, and c).........................

2,185,258

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

2,185,258

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

instructions) .............................

32,779

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

2,152,479

Minimum investment return. Enter 5% of line 5..................

107,624

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

107,624

Tax on investment income for 2014 from Part VI, line 5......

6,086

Income tax for 2014. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

6,086

Distributable amount before adjustments. Subtract line 2c from line 1............

101,538

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

101,538

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...

101,538

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

375,611

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

375,611

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).................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

375,611

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)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2014
1 Distributable amount for 2014 from Part XI, line 7			101,538
2 Undistributed income, if any, as of the end of 2014:
a Enter amount for 2013 only.......
b Total for prior years:2012, 2011, 2010
3 Excess distributions carryover, if any, to 2014:
a From 2009.......	3,715
b From 2010.......	141,577
c From 2011.......	171,753
d From 2012.......	284,183
e From 2013.......	352,415
fTotal of lines 3a through e.........		953,643
4Qualifying distributions for 2014 from Part
XII, line 4: $ 375,611
a Applied to 2013, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2014 distributable amount.....			101,538
e Remaining amount distributed out of corpus		274,073
5 Excess distributions carryover applied to 2014.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		1,227,716
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2013. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2014. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2015 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......
8Excess distributions carryover from 2009 not applied on line 5 or line 7 (see instructions) ...		3,715
9Excess distributions carryover to 2015. Subtract lines 7 and 8 from line 6a ......		1,224,001
10 Analysis of line 9:
a Excess from 2010....	141,577
b Excess from 2011....	171,753
c Excess from 2012....	284,183
d Excess from 2013....	352,415
e Excess from 2014....	274,073

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 section4942(j)(3) or4942(j)(5)

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	(e) Total

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).)

PHILIP M RIVERS

TIFFANY RIVERS

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

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

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)

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
AGNUS DEI FOUNDATION 243 S ESCONDIDO BLVD STE 127 ESCONDIDO,CA92025	N/A	PC	General & Unrestricted	71,000
ALABAMA CASA NETWORK INC 1919 OXMOOR RD 381 BIRMINGHAM,AL35209	N/A	PC	north alabama Division	5,000
CATHOLIC ANSWERS INC PO BOX 199000 SAN DIEGO,CA92159	N/A	PC	General & Unrestricted	5,000
CATHOLIC RELIEF SERVICES INC 228 W LEXINGTON ST BALTIMORE,MD21201	N/A	PC	General & Unrestricted	11,000
CULTURE OF LIFE FAMILY SERVICES 5030 CAMINO DE LA SIESTA STE 106 SAN DIEGO,CA92108	N/A	PC	General & Unrestricted	25,000
FELLOWSHIP OF CATHOLIC UNIVERSITY STUDENTS PO BOX 18710 GOLDEN,CO80402	N/A	PC	General & Unrestricted	5,000
FREEDOM OF CONSCIENCE DEFENSE FUND PO BOX 9520 RANCHO SANTA FE,CA92067	N/A	PC	General & Unrestricted	15,000
IHR EDUCATIONAL BROADCASTING IMMAC HEART RAdio 3256 PENRYN RD STE 100 LOOMIS,CA95650	N/A	PC	General & Unrestricted	75,000
MILES CHRISTI RELIGIOUS ORDER PO BOX 910331 SAN DIEGO,CA92191	N/A	PC	General & Unrestricted	5,000
OPTIONS UNITED 690 VISTA DEL SOL CAMARILLO,CA93010	N/A	PC	General & Unrestricted	12,500
OUR LADY OF MT CARMEL CATHOLIC PARISH SAN DIEGO 13541 STONEY CREEK RD SAN DIEGO,CA92129	N/A	PC	General & Unrestricted	16,000
QUEEN OF HEAVEN CATHOLIC RADIO INC PO BOX 483 PLEASANT GRV,AL35127	N/A	PC	General & Unrestricted	100,000
THE DOMINICAN SISTERS OF MARY MOTHER OF EUCHArist 4597 WARREN RD ANN ARBOR,MI48105	N/A	PC	General & Unrestricted	12,500
Total ................................. 3a				358,000

bApproved for future payment

Total ................................. 3b

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	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............			14	512
4 Dividends and interest from securities....			14	47,034
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	218,583
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)..				266,129

13Total. Add line 12, columns (b), (d), and (e)..................

13266,129

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	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)

Page 13

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

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

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

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

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?...........YesNo

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.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2014)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- 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

The Rivers Foundation

Employer identification number

27-0167279

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 The Rivers Foundation

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	Rivers Philip M 1100 RIDGEWAY LOOP Memphis, TN38120	$750,000	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 The Rivers Foundation

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
The Rivers Foundation

Employer identification number

27-0167279

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:

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

TY 2014 DepreciationSchedule

Name:

The Rivers Foundation

EIN: 27-0167279

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included

- TIN:

TY 2014 InvestmentsCorpStockSchedule

Name:

The Rivers Foundation

EIN: 27-0167279

Name of Stock	End of Year Book Value	End of Year Fair Market Value
3M CO	2,280	2,793
ABB LTD.	1,799	1,629
ABBOTT LABS	4,466	5,222
ABBVIE INC.	456	589
ACAP STRATEGIC FUND	52,361	50,850
ACCENTURE PLC	3,248	3,662
ACE LTD	503	574
ADVANCED SEMICONDUCT	1,556	1,753
AERCAP HOLDING N.V.	1,871	1,747
AES CORP	1,296	1,253
AGRIUM INC.	1,826	1,800
AIA GROUP LTD ADR	2,193	2,481
AKBANK T/A/S S/ADR	987	1,164
ALEXION PHARMACEUTICALS, INC.	2,306	2,775
ALIBABA GROUP HOLDING LIMITED	1,596	1,767
ALLERGAN INC.	2,167	3,614
ALLIANCEBERNSTEIN SMALL CAP GR	45,206	40,038
ALLIANZ SE ADR	3,980	3,911
ALLIED WORLD ASSURANCE CO HLDG	1,655	1,858
ALTRIA GROUP INC	3,960	5,223
AMAZON COM	3,655	3,414
AMBEV SA	1,871	1,648
AMERICAN EXPRESS CO	543	558
AMERICAN TOWER REIT INC	245	297
ANADARKO PETROLEUM CORP	2,483	2,393
ANHEUSER BUSCH COS INC	3,378	3,594
APPLE INC.	5,471	7,616
APPLIED MATERIALS INC.	2,714	3,364
ARM HOLDINGS PLC	4,915	4,815
ARTISAN MID CAP FUND	46,511	44,192
ASTON SIVERCREST SMALL CAP FD	43,246	44,448
ASTRAZENECA	3,392	3,660
AT&T, INC	2,018	1,948
ATLAS COPCO AB A SHS ADR	1,130	1,119
AUTOMATIC DATA PROCESSING INC.	2,432	3,001
BAE SYSTEMS PLC	1,488	1,545
BAIDU.COM - ADR	4,404	6,383
BANCO BILBAO ARG SA	1,225	958
BANCO DO BRASIL S A SPONSORED	1,770	1,562
BANCO ITAU HOLDING FINANCIERA	1,305	1,275
BANCO MACRO BANSUD	579	918
BANK OF AMERICA CORP	2,616	2,791
BAXTER INTERNATIONAL INC.	1,526	1,539
BAYER A G SPONSORED ADR	1,350	1,368
BAYERISCHE MOTOREN WERKE	1,836	1,567
BB SEGURIDADE	1,359	1,393
BCE INC	3,305	3,531
BERKSHIRE HATHAWAY INC. CLASS	4,736	5,706
BG GROUP PLC ADS	1,918	1,496
BHP BILLITON LIMITED	2,463	1,751
BIDVEST GROUP LTD	739	735
BIOGEN IDEC INC	3,363	3,734
BLACKROCK HIGH YIELD BOND INST	88,314	83,465
BNP PARIBAS SPONS ADR	2,233	1,733
BOC HK HLDGS LTD S/ADR	1,279	1,407
BRIDGESTONE CORP UNSP ADR	1,827	1,811
BRISTOL-MYERS SQUIBB CO	7,492	8,618
BRITISH AMERICAN TOBACCO PLC	2,440	2,372
BT GROUP PLC ADS	1,742	1,736
BUNGE LTD	1,177	1,364
CABOT OIL & GAS CORP	4,335	3,612
CALIFORNIA RESOURCES CORPORATI	25	17
CANADIAN NATL RAILWAY CO	2,836	3,514
CANADIAN NATURAL RESOURCES LTD	2,407	1,884
CANADIAN OIL SANDS LTD.	1,639	726
CAP GEMINI SA UNSP/ADR	1,922	1,825
CELGENE CORP	5,251	6,600
CHECK POINT SOFTWARE TECHNOLOG	1,719	2,043
CHEVRON CORP	5,546	5,272
CHINA CONSTRUCT UNSPON ADR	2,050	2,418
CHINA MOBILE HGK LTD	2,916	3,706
CHINA SHENHUA ADR	999	1,035
CHUBB CORP	791	931
CIELO SA ADR	1,368	1,352
CISCO SYSTEMS INC	1,788	2,226
CITIGROUP INC	3,713	4,221
CLICKS GROUP LIMITED	1,095	1,208
CME GROUP, INC	437	532
CNOOC LTD ADS	4,716	3,792
COACH INC	3,839	3,531
COCA-COLA CO	312	338
COGNIZANT TECHNOLOGY SOLUTIONS	7,341	7,794
COMCAST CORP	1,301	1,554
COMML INTL BK S/ADR	688	891
COMPANHIA ENERG DE ADR	1,195	944
CONOCOPHILLIPS	4,305	4,282
COPA HOLDINGS S.A.	2,345	1,866
CORE LABRATORIES	2,700	2,647
CORNING INC	1,870	2,087
COSTCO WHOLESALE CORPORATION	2,010	2,552
CSL LTD.	1,327	1,449
CSX CORP	1,707	2,174
CUMMINS INC	1,905	1,874
DASSAULT SYS SA SPN ADR	2,252	2,318
DBS GROUP HLDGS SPON ADR	2,865	3,112
DEUTSCHE POST AG	1,186	1,038
DEUTSCHE TELE AG ADS	2,227	2,209
DIAGEO PLC ADS	2,362	2,168
DIAMOND OFFSHORE DRL	2,391	1,946
DOMINION RESOURCES INC	918	1,000
DOW CHEMICAL PV	478	456
DU PONT DE NEMOURS	5,454	6,063
DUKE ENERGY CO	422	501
ELI LILLY & CO	1,844	2,208
EMC CORP-MASS	1,967	2,082
EXPRESS SCRIPTS HOLDING CO.	5,509	6,181
EXXON MOBIL CORP	1,562	1,479
FACEBOOK INC	2,655	3,355
FACTSET RESH SYST INC.	2,035	2,674
FANUC LIMITED UNSPONSORED	2,172	2,010
FASTENAL COMPANY	5,520	5,422
FIFTH THIRD BANCORP	703	632
FMC TECHS INC COM	2,447	2,201
FREEPORT-MCMORAN COPPER & GOLD	1,902	1,355
FRESENIUS MED CAR AG	1,081	1,151
FUCHS PETROLUB SE	1,006	858
GARTNER INC	2,314	2,863
GDF SUEZ SP ADR	2,022	1,748
GEN DYNAMICS CP	2,040	2,615
GENERAL ELECTRIC CO	3,723	3,639
GENERAL MILLS INC	308	320
GLAXOSMITHKLINE PLC	3,176	2,564
GOLDMAN SACHS GROUP	376	388
GOOGLE INC CL A	5,936	5,837
GOOGLE INC CL C	4,249	4,211
GRAINGER W W INC.	2,253	2,294
GRAN TIERRA ENERGY INC	2,980	2,141
HALYARD HEALTH, INC.	73	91
HEALTH CARE PPTY INVS INC	1,756	2,025
HEALTH CARE REIT INC.	1,781	2,270
HOME DEPOT INC.	1,506	1,994
HONEYWELL INTERNATIONAL INC.	3,278	3,597
HONG KONG EX&CL UNSP/ADR	815	1,134
HSBC HOLDINGS PLC	5,594	5,195
HUMANA INC	2,591	3,303
ICICI BK LTD ADS	1,497	1,964
ICON PLC - AMERICAN DEPOSITARY	1,866	1,734
ILLUMINA INC COM	3,257	4,061
IMPERIAL HOLDINGS LTD (IPL) AD	1,102	1,020
IMPERIAL OIL LMT	1,664	1,549
IMPERIAL TOBACCO GRO	2,526	2,713
INDIVIOR PLC ADR	45	45
INTEL CORP	1,820	2,577
INTERNATIONAL BUSINESS MACHINE	766	642
INTERNATIONAL PAPER CO.	610	697
INVESCO AMERICA VALUE FUND CLA	45,465	44,755
JAPAN TOB INC	1,936	1,648
JGC CORP ADR	4,332	2,806
JOHNSON & JOHNSON	2,818	3,033
JOHNSON CONTROLS INC.	418	435
JP MORGAN CHASE & CO	6,393	6,759
JUNIPER NETWORKS	1,148	1,004
KDDI CP UNSP ADR	1,706	1,928
KEPPEL CORP LTD ADR	2,257	1,916
KIMBERLY CLARK	1,170	986
KIMBERLY CLARK CORP	1,682	1,849
KIRIN BREWERY LTD	1,069	967
KOC HOLDINGS AS UNSP/ADR	1,418	1,795
KOOKMIN BANK	1,464	1,370
KROGER CO	423	514
L'AIR LIQUIDE ADR OTC	2,056	2,046
L'OREAL ADR	1,752	1,766
LENOVO GROUP LTD ADR	1,370	1,626
LINDE AG SPONSORED ADR	719	701
LINKEDIN CORPORATION	3,836	4,594
LKQ CORPORATION	2,422	2,559
LOCALIZA RENT A CAR SA	1,953	1,878
LOCKHEED MARTIN CORP	502	578
LOWES COMPANIES INC.	2,182	3,096
LUKOIL HOLDING CO SP/ADR	1,748	1,266
LVMH MOET HENN UNSP	810	758
M&T BANK CORP	3,378	3,517
MAGNA INTERNATIONAL INC.	1,729	1,739
MANULIFE FIN CORP	3,329	3,341
MARATHON OIL CORP COM	1,756	1,415
MARATHON PETROLEUM CORP	1,664	1,715
MASTERCARD INC	1,388	1,637
MCDONALD'S CORP	1,072	1,031
MEAD JOHNSON NUTRITI	2,523	3,016
MERCADOLIBRE, INC.	1,885	2,170
MERCK & CO INC.	3,530	3,578
METHANEX CORPORATION	2,195	1,787
METLIFE INC.	4,290	4,435
METROPOLITAN WEST RETURN BOND	76,793	77,850
MICHAEL KORS HOLDINGS LIMITED	3,413	2,854
MICROSOFT CORPORATION	2,824	3,252
MITSUBISHI ESTATE CO ADR	894	801
MOBILE TELSYS OJSC	1,488	696
MONDELEZ INTERNATIONAL INC	549	581
MONOTARO CO., LTD	406	321
MONSANTO CO	2,479	2,628
MORGAN STANLEY	2,185	2,638
MOTOROLA SOLUTIONS INC	448	470
MTN GROUP LTD SPON ADR	3,399	3,189
MUENCHENER RUECKVERS	1,931	1,766
NATL OILWELL VARCO	2,928	2,883
NEDBANK GROUP LTD S/ADR	1,055	1,094
NESTLE S.A.	8,222	7,879
NETEASE.COM INC COM STK	2,850	4,164
NEXTERA ENERGY, INC	2,838	3,189
NIKE INC-CL B	5,922	7,115
NIPPON TELEPHONE ADR	3,802	3,662
NORDSTROM INC	1,605	2,064
NORTH ATLANTIC DRILLING LTD	1,199	214
NORTHEAST UTIL	495	589
NORTHROP GRUMMAN CORP	727	884
NOVARTIS AG ADR	2,445	2,780
NOVO NORDISK A S	1,630	1,524
NOW INC.	156	129
O'REILLY AUTOMOTIVE INC.	2,144	2,697
OAO GAZPROM	1,442	929
OCCIDENTAL PETROLEUM CORP	825	725
ORACLE CORP	4,234	4,812
ORIFLAME COSMETICS SA	842	498
ORIX CORP ADS	2,111	1,688
ORKLA ASA SPON ADR	1,875	1,487
PANDORA A/S	1,554	1,913
PERFECT WORLD COMPANY LTD	2,075	1,797
PERRIGO CO PLC	2,136	2,340
PFIZER INC.	2,873	2,959
PHARMACYCLICS INC	3,021	3,546
PHILIP MORRIS INTL	3,892	3,910
PHILIPPINE LONG DISTANCE ADR	1,294	1,329
PHILLIPS 66	296	287
PRAXAIR INC.	647	648
PRECISION CASTPARTS	2,220	2,168
PRETORIA PORTLAND ADR	768	647
PRICELINE.COM INCORPORATED	10,743	10,262
PROCTER GAMBLE CO	1,219	1,366
PRUDENTIAL FINCL INC	2,203	2,442
PT ASTRA INTL ADR	3,482	3,159
PT BK MANDIR PRS UNSP/ADR	3,263	3,377
PT SEMEN GRESIK PERSERO	1,180	1,086
PT TELEKOM. IND. TBK ADR	1,992	2,262
QUALCOMM INC	6,510	6,318
RAYTHEON CO.	3,436	3,786
RECKITT BENCKISER GROUP	1,773	1,823
REGENERON PHARMACEUTICALS, INC	2,535	3,282
REXAM PLC ADR	1,720	1,463
RIOCAN REAL ESTATE INV TR	1,060	1,025
ROCHE HOLDING LTD ADR	6,136	5,574
ROLLS ROYCE GRP PLC S/ADR	2,288	1,814
ROYAL DUTCH SHEL PLC SPONS	3,891	3,617
ROYAL DUTCH SHELL PLC	1,974	1,875
SAFRAN SA - UNSPON ADR	1,969	1,770
SALESFORCE.COM	3,231	3,440
SANDS CHINA LTD UNSP ADR	1,269	837
SANLAM LTD SPONSORED ADR (SOUT	936	1,029
SANOFI-AVENTIS SPONSORED ADR	1,719	1,505
SAP AKTIENGESELL ADS	2,165	1,881
SASOL LTD	730	494
SBERBANK SPONSORED ADR	2,086	956
SCHLUMBERGER LTD	5,819	5,210
SCHNEIDER ELEC UNSP/ADR	1,734	1,412
SCOTTISH & SOUTHERN ENERGY ADR	2,395	2,450
SEMPRA ENERGY COM	478	557
SHINHAN FINL GROUP CO LTD	1,585	1,454
SHIRE PLC	545	638
SHOPRITE HOLDINGS LTD	869	859
SIEMENS AG	2,296	2,016
SINGAPORE TELE ADR	1,836	1,856
SK TELECOM ADS ADS	1,440	1,729
SMITHS GROUP ORD 37.5P	1,045	825
SONOVA HOLDING AG AD	941	940
SPLUNK INC	2,247	2,712
STANDARD BANK GROUP SPON ADR	976	925
STARBUCKS CORP COM	3,549	3,938
STATOIL ASA ADS	4,357	2,994
STERICYCLE INC	2,917	3,408
SUBSEA 7 INC ADR	2,696	1,974
SUMITOMO MITSUI FINCL GRP	1,809	1,718
SUNCOR ENERGY INC	2,055	2,002
SUNTRUST BKS INC	1,330	1,425
SVENSKA HANDELSBK UNS ADR	759	725
SWATCH GROUP AG	1,052	752
SYMANTEC CORP	995	1,283
SYMRISE AG UNSPONSORED	764	847
SYSMEX CORP UNSP ASDR	1,535	1,989
TAIWAN SEMICONDUCTOR MFG CO LT	6,592	7,520
TATA MOTORS LTD ADS	1,414	1,733
TELEFONICA BRASIL, S.A.	1,985	1,697
TEMPLETON GLOBAL BD	28,941	27,596
TERADATA CORPORATION	2,501	2,577
TESLA MOTORS INC	1,904	2,002
TIGER BRANDS LTD S/ADR	653	762
TJX COMPANIES INC	3,441	4,046
TORONTO DOMINION	558	573
TOTAL FINA ELF S.A.	3,035	2,355
TOYOTA MTR CORP	1,789	1,757
TRACTOR SUPPLY CO COM	2,271	2,916
TRAVELERS COMPANIES INC	2,520	3,176
TURKCELL ILETISIM HIZMETLERI A	1,060	1,179
TURKIYE GARANTI BANK	962	1,112
TWITTER INC	3,885	3,013
TYCO INTERNATIONAL LTD.	402	439
TYSON FOODS INC CL A	3,463	3,327
UNICHARM CORP - SPN ADR	1,469	1,991
UNILEVER N V N Y	4,190	3,982
UNILEVER PLC AMER	2,565	2,429
UNION PACIFIC	2,945	3,812
UNITED OVRSEAS BK LTD ADR	1,719	1,849
UNITED PARCEL SERVICE	583	667
UNITED TECHNOLOGIES CORP	2,862	2,875
UNITED TRACTORS UNSPON ADR	931	742
UNUM CORP	2,789	2,825
US BANCORP	887	944
V F CORP	610	749
VALE SA PREFERENCE A ADR	830	523
VALEO SA SPONS ADR	2,055	1,858
VALERO ENERGY CORP	2,429	2,277
VALIDUS HLDS LTD	1,744	1,953
VARIAN MEDICAL SYSTEMS INC	2,232	2,336
VERISK ANALYTICS, INC	2,103	2,242
VERIZON COMMUNICATIONS	4,776	4,725
VERTEX PHARMCTLS INC	2,646	3,802
VIRTUS MULTI-SECTOR SHRT TRM B	220,738	215,308
VISA INC	9,797	12,061
VMWARE INC	3,109	2,476
VODACOM GROUP LIMITE	834	745
VODAFONE GROUP PLC	2,947	2,802
WABCO HOLDINGS INC	1,770	1,781
WAL-MART STORES INC.	458	515
WEICHAI POWER CO LTD	942	1,064
WELLS FARGO & CO.	4,669	5,208
WESTERN ASSET CORE PLUS BOND P	39,335	40,146
WEYERHAEUSER CO	403	502
WILLIAMS COS	1,630	1,798
WIPRO LTD SPON ADR	1,833	1,709
WOOLWORTHS HOLDINGS LTD	1,043	1,005
WPP GROUP PLC	2,117	2,186
WUXI PHARMATECH CAYMAN INC	1,762	1,717
WYNN MACAU	1,201	840
XINYI GLASS HLDG ADR	407	249
YPF SOCIEDAD ANONIMA	1,504	1,271
ZURICH INS GROU ADR	3,863	4,025

- TIN:

TY 2014 InvestmentsOtherSchedule2

Name:

The Rivers Foundation

EIN: 27-0167279

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
BLACKSTONE ALT ALPHA		152,956	158,234
SKYBRIDGE MULTI-ADVISOR		268,772	250,708

- TIN:

TY 2014 OtherExpensesSchedule

Name:

The Rivers Foundation

EIN: 27-0167279

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
Administrative Fees	17,586		17,586
Bank Charges	231	231
State or Local Filing Fees	25		25

- TIN:

TY 2014 OtherProfessionalFeesSchedule

Name:

The Rivers Foundation

EIN: 27-0167279

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	16,025	16,025

- TIN:

TY 2014 TaxesSchedule

Name:

The Rivers Foundation

EIN: 27-0167279

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
990-PF Estimated Tax for 2014	1,000
990-PF Excise Tax for 2013	338