Form990-PF
Click to see attachment

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
BENWOOD FOUNDATION INC
 

Number and street (or P.O. box number if mail is not delivered to street address)736 MARKET STREET NO 1600   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
CHATTANOOGA, TN37402
A Employer identification number

62-0476283
B Telephone number (see instructions)

(423) 267-4311
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$113,897,698J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach
schedule)..............  
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 1,365,067 1,365,067  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 7,958,913
b Gross sales price for all assets on line 6a 8,024,624
7 Capital gain net income (from Part IV, line 2)... 7,958,913
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment -839,848 0  
12 Total. Add lines 1 through 11........ 8,484,132 9,323,980  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 259,894 25,989   233,905
14 Other employee salaries and wages...... 447,330 44,733   402,597
15 Pension plans, employee benefits....... 91,084 9,108   81,976
16a Legal fees (attach schedule)......... Click to see attachment 17,977 1,798   16,179
b Accounting fees (attach schedule)....... Click to see attachment 14,750 1,475   13,275
c Other professional fees (attach schedule).... Click to see attachment 85,871 67,852   18,019
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 13,793 13,793   0
19 Depreciation (attach schedule) and depletion... 59,657 5,966  
20 Occupancy.............. 124,068 12,407   111,661
21 Travel, conferences, and meetings....... 22,413 2,241   20,172
22 Printing and publications.......... 572 57   515
23 Other expenses (attach schedule)....... Click to see attachment 295,841 22,800   273,041
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,433,250 208,219   1,171,340
25 Contributions, gifts, grants paid........ 8,503,995 8,503,995
26 Total expenses and disbursements. Add lines 24 and 25 9,937,245 208,219   9,675,335
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,453,113
b Net investment income (if negative, enter -0-) 9,115,761
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............... 64,512 11,673 11,673
2 Savings and temporary cash investments.......... 2,445,150 1,952,838 1,952,838
3 Accounts receivable bullet5,987,531
Less: allowance for doubtful accounts bullet     5,987,531 5,987,531
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........      
c Investments—corporate bonds (attach schedule)........ 7,443,841 Click to see attachment6,334,391 6,334,391
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 106,646,284 Click to see attachment99,208,867 99,208,867
14 Land, buildings, and equipment: basis bullet564,516
Less: accumulated depreciation (attach schedule) bullet441,423 173,839 Click to see attachment123,093 123,093
15 Other assets (describe bullet) Click to see attachment150,000 Click to see attachment279,305 Click to see attachment279,305
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 116,923,626 113,897,698 113,897,698
Liabilities 17 Accounts payable and accrued expenses.......... 29,583 22,192
18 Grants payable.................. 7,698,100 8,736,000
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) Click to see attachment65,000 Click to see attachment-17,131
23 Total liabilities (add lines 17 through 22).......... 7,792,683 8,741,061
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted................... 109,130,943 105,156,637
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
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    
30 Total net assets or fund balances (see instructions)...... 109,130,943 105,156,637
31 Total liabilities and net assets/fund balances (see instructions).. 116,923,626 113,897,698
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)............... 1 109,130,943
2 Enter amount from Part I, line 27a..................... 2 -1,453,113
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 107,677,830
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 2,521,193
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 105,156,637
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 1607 CAPITAL BOND FUND LP P    
b MERCED PARTNERS II LP P    
c GT OPPORTUNITIES III LP P    
d GT US QP FUND LP P    
e GT INT'L EQUITY QP FUND LP P    
GT REAL ASSETS P    
GT EMERGING MARKETS QP LP P    
PALLADIAN PARTNERS VI LP P    
MIT PRIVATE EQUITY FUND III LP P    
PAUL CAPITAL PARTNERS VIII-A LP P    
SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND LP P    
SALE OF PUBLICLY TRADED SECURITIES SOLD THROUGH SUNTRUST-PIMCO P    
SALE OF PUBLICLY TRADED SECURITIES SOLD THROUGH SUNTRUST-EAGLE MLP STRATEGY P    
SALE OF PUBLICLY TRADED SECURITIES SOLD THROUGH SUNTRUST-VANGUARD TOTAL BOND 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     4,128 -4,128
b 202,983     202,983
c 434,217     434,217
d 1,304,664     1,304,664
e 2,898,607     2,898,607
14,852   15,239 -387
416,006     416,006
113,723     113,723
973,018     973,018
358,814     358,814
975,287     975,287
    46,344 -46,344
329,693     329,693
2,760     2,760
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       -4,128
b       202,983
c       434,217
d       1,304,664
e       2,898,607
      -387
      416,006
      113,723
      973,018
      358,814
      975,287
      -46,344
      329,693
      2,760
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 7,958,913
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 4,991,175 109,501,300 0.045581
2012 5,934,381 97,931,870 0.060597
2011 6,589,005 103,908,481 0.063412
2010 6,671,868 98,981,025 0.067406
2009 7,628,951 92,468,136 0.082504
2 Total of line 1, column (d) ...................... 2 0.319500
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 0.063900
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 114,165,332
5 Multiply line 4 by line 3....................... 5 7,295,165
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 91,158
7 Add lines 5 and 6......................... 7 7,386,323
8 Enter qualifying distributions from Part XII, line 4.............. 8 9,675,335
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 91,158
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 91,158
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 91,158
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 62,639
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 62,639
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8 527
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 29,046
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
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)
    bulletTN
    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
    Yes
     
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.BENWOOD.ORG
    14
    The books are in care ofbulletSARAH MORGAN Telephone no.bullet (423) 267-4311
    Located atbullet736 MARKET ST STE 1600CHATTANOOGATN ZIP+4bullet37402
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2014, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2014?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 2014 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2014.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........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
    PAUL K BROCK JR TRUSTEE
    2.00     		20,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    SEBERT BREWER JR TRUSTEE
    2.00     		20,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    WILLIAM H CHAPIN TRUSTEE
    2.00     		20,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    MARTHA T ROBINSON TRUSTEE
    2.00     		20,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    ROBERT J SUDDERTH JR TRUSTEE
    2.00     		20,000 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    SARAH MORGAN PRESIDENT
    40.00     		159,894 28,361 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    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
    KRISTIN B HUNTLEY FINANCIAL/PROGRAM OF
    40.00     		95,975 28,361 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    JEFF PFITZER PROGRAM DIRECTOR
    40.00     		91,525 17,348 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    CONNIE PERRIN ACCOUNTING & PROGRAM
    40.00     		60,000 9,949 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    LORI QUILLEN PROGRAM OFFICER
    40.00     		58,340 10,335 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 8
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    112,522,496
    b
    Average of monthly cash balances.......................
    1b
    3,381,394
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    115,903,890
    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
    115,903,890
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,738,558
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    114,165,332
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    5,708,267
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    5,708,267
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    91,158
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    91,158
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    5,617,109
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    5,617,109
    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
    5,617,109
    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
    9,675,335
    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
    9,675,335
    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
    91,158
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    9,584,177
    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 5,617,109
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 0
    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....... 1,162,488
    d From 2012....... 1,191,805
    e From 2013.......  
    fTotal of lines 3a through e......... 2,354,293
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 9,675,335
    a Applied to 2013, but not more than line 2a 0
    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..... 5,617,109
    e Remaining amount distributed out of corpus 4,058,226
    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 6,412,519
    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 ..........     		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) .......     		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 ......     		6,412,519
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011.... 1,162,488
    c Excess from 2012.... 1,191,805
    d Excess from 2013....  
    e Excess from 2014.... 4,058,226
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2014, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2014 (b) 2013 (c) 2012 (d) 2011
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    MS SARAH MORGAN
    736 MARKET ST SUITE 1600
    CHATTANOOGA,TN37402
    (423) 267-4311
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATIONS SHOULD BE SUBMITTED IN THE FORM OF A BRIEF TWO-PAGE LETTER. THE LETTER SHOULD INCLUDE A DESCRIPTION OF THE PROJECT OR PURPOSE, BUDGET INFORMATION, AN IRS LETTER OF DETERMINATION, AND A LISTING OF OFFICERS AND BOARD OF DIRECTORS.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    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
    ART 120
    1511 WILLIAMS STREET
    CHATTANOOGA,TN37405     		NONE 501(C)(3) MAKER PROGRAM WITH THE HOWARD SCHOOL 30,000
    ARTS BUILD
    406 FRAZIER AVE
    CHATTANOOGA,TN37405     		NONE 501(C)(3) ARTSPACE 95,000
    ARTS BUILD
    406 FRAZIER AVE
    CHATTANOOGA,TN37405     		NONE 501(C)(3) FACADE GRANT 20,000
    ASSOCIATION FOR VISUAL ARTISTS
    30 FRAZIER AVENUE
    CHATTANOOGA,TN37405     		NONE 501(C)(3) 2014 CAPTURE COMPETITION JUROR 10,000
    BESSIE SMITH CULTURAL CENTER AFRICAN AMERICAN MUSEUM PERFORMANCE HALL
    200 EAST ML KING BLVD
    CHATTANOOGA,TN37403     		NONE 501(C)(3) BESSIE SMITH STRUT 10,000
    BIKE WALK TENNESSEE
    144 FAIRWAYS DRIVE
    HENDERSONVILLE,TN37075     		NONE 501(C)(3) PRO WALK/PRO BIKE/PRO PLACE CONFERENCE SCHOLARSHIP 425
    BOY SCOUTS OF AMERICA
    6031 LEE HWY
    CHATTANOOGA,TN37421     		NONE 501(C)(3) GENERAL OPERATING FUND 5,000
    BROWN ACADEMY
    718 EAST 8TH STREET
    CHATTANOOGA,TN37403     		NONE 501(C)(3) PURCHASE OF CLASSROOM BOOKS 20,000
    CAUSEWAY
    16 PATTEN PARKWAY
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CIVIC INNOVATION AND ENGAGEMENT HUB 613,000
    CENTER FOR MINDFUL LIVING
    1212 MCCALLIE AVENUE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    CHARLESTON LIBRARY SOCIETY
    164 KING STREET
    CHARLESTON,SC29401     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    CHATTANOOGA AREA FOOD BANK
    2009 CURTAIN POLE ROAD
    CHATTANOOGA,TN37406     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,500
    CHATTANOOGA AREA FOOD BANK
    2009 CURTAIN POLE ROAD
    CHATTANOOGA,TN37406     		NONE 501(C)(3) FOOD HUB 255,000
    CHATTANOOGA CHAMBER FOUNDATION
    811 BROAD STREET SUITE 100
    CHATTANOOGA,TN37402     		NONE 501(C)(3) REGIONAL GROWTH INITIATIVE 100,000
    CHATTANOOGA COMMUNITY KITCHEN
    PO BOX 11203
    CHATTANOOGA,TN37402     		NONE 501(C)(3) FAST DAY CAMPAIGN 1,500
    CHATTANOOGA GOODWILL INDUSTRIES
    3500 DODDS AVENUE
    CHATTANOOGA,TN37407     		NONE 501(C)(3) ASSISTANCE DOG ACADEMY 25,000
    CHATTANOOGA NEIGHBORHOOD ENTERPRISE
    1301 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) HIGHLAND PARK LAND ACQUISITION AND PLANNING 350,000
    CHATTANOOGA NEIGHBORHOOD ENTERPRISE
    1301 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) SOUTH CHATTANOOGA-SAFEWALK CORRIDOR 96,500
    CHATTANOOGA NEIGHBORHOOD ENTERPRISE
    1301 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) ST. ELMO TOWN CENTER PLANNING 50,000
    CHATTANOOGA SPORTS COMMITTEE
    736 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) IRONMAN TRIATHLON CONTEST 25,000
    CHATTANOOGA STATE
    4501 AMNICOLA HIGHWAY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) 2015 LATIN FESTIVAL 25,000
    CHATTANOOGA THEATRE CENTER
    POST OFFICE BOX 4023
    CHATTANOOGA,TN37405     		NONE 501(C)(3) PROPERTY EVALUATION & STRATEGIC PLANNING CONSULTANT SEARCH 7,375
    CHATTANOOGA-HAMILTON COUNTY REGIONAL PLANNING AGENCY
    MARKET STREET SUITE 200 DEVELOPMENT
    RESOURCE CENTER
    CHATTANOOGA,TN37402     		NONE 501(C)(3) PLANNING AND COORIDINATION OF THE CARTA TRANSIT CENTER SUDY 47,500
    CHURCH OF THE GOOD SHEPHERD
    211 FRANKLIN ROAD
    LOOKOUT MOUNTAIN,TN37350     		NONE 501(C)(3) IN MEMORY OF HILDA HUDE CHAPIN 500
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) NORTH SHORE PUBLIC SPACES PROJECT 130,000
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE 501(C)(3) NEW ON-STREET PARKING SPACES ON MARKET STREET 10,000
    CO LAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) EXPANDED ACCELERATOR & SPEAKER SERIES 250,000
    CO LAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) MAKER FAIRE 40,000
    CO LAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) ESTABLISH A PORTABLE VENUE (BOT ARENA) 4,000
    CO LAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) START UP WEEK & CO.STARTERS SUMMIT 35,000
    COASTAL CONSERVATION LEAGUE
    328 E BAY STREET
    CHARLESTON,SC29401     		NONE 501(C)(3) GROWFOOD CAROLINA PROJECT 2,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CHATTANOOGA FOOTBALL CLUB 11,500
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CENTER CENTRE FUND 100,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CHATTANOOGA MUSIC SECTOR 30,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) JAZZANOOGA FUND 80,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) MUSIC RESOURCE CENTER FUND 50,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) STROUD WATSON FUND, URBAN DESIGN CENTER 25,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) FAIRYLAND BEAUTIFICATION FUND 20,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CEROS FUND 30,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) ENGAGE 3D FUND 46,200
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) LAUNCH FUND 20,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) THE STEP AHEAD FUND 10,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) TEACHER RECRUITMENT FOR I-ZONE 3,100
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) GLASS HOUSE COLLECTIVE FUND 10,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) UNIFIED 400,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CHATTANOOGA OPEN GOVERNMENT COLLABORATIVE FUND 4,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) PUBLIC ART FUND 45,000
    COMMUNITY FOUNDATION OF SOUTHERN NEW MEXICO
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) GIVE GRANDE! NEW MEXICO NATIONAL DAY OF GIVING 2,000
    COMMUNITY FOUNDATION OF SOUTHERN NEW MEXICO
    301 SOUTH CHURCH ST SUITE H
    LAS CRUCES,NM88001     		NONE 501(C)(3) GRANT COUNTY COMMUNITY FOUNDATION FUND 15,000
    COMMUNITY FOUNDATION OF SOUTHERN NEW MEXICO
    301 SOUTH CHURCH ST SUITE H
    LAS CRUCES,NM88001     		NONE 501(C)(3) DEFRAY EXPENSES OF GIVE GRANDE! 3,000
    CONTEMPORARY PERFORMING ARTS
    1307 DODDS AVENUE
    CHATTANOOGA,TN37404     		NONE   RENOVATION OF BARKING LEGS FACILITY 50,000
    CONTEMPORARY PERFORMING ARTS
    1307 DODDS AVENUE
    CHATTANOOGA,TN37404     		NONE   CHATTANOOGA FILM FESTIVAL 66,000
    COUNCIL ON FOUNDATIONS
    1828 L ST NW
    WASHINGTON,DC20036     		NONE 501(C)(3) 2014 MEMBERSHIP DUES 10,720
    CREATIVE DISCOVERY MUSEUM
    321 CHESTNUT STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) MAKE IT EXHIBIT 30,000
    CREATIVE DISCOVERY MUSEUM
    321 CHESTNUT STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) EARLY CHILDHOOD CENTER AT CALVIN DONALDSON 10,000
    CREATIVE DISCOVERY MUSEUM
    321 CHESTNUT STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,500
    CREATIVE DISCOVERY MUSEUM
    321 CHESTNUT STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) TEMPORARY PUBLIC ART INSTALLATION 1,800
    ENTERPRISE CENTER
    1250 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) HACKANOOGA II 5,000
    ENTERPRISE CENTER
    1250 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) PATTEN PARKWAY STEAM CHALLENGE 8,000
    ENTERPRISE CENTER
    1250 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) TECH GOES HOME PILOT PROGRAM 78,500
    FACING HISTORY AND OURSELVES NATIONAL FOUNDATION
    650 EAST PARKWAY SOUTH
    MEMPHIS,TN38104     		NONE 501(C)(3) A COMMUNITY CONVERSATION WITH WES MOORE 5,000
    FRESHWATERS ILLUSTRATED
    566 SW 3RD STREET
    CORVALLIS,OR97339     		NONE 501(C)(3) COMMUNICATING SOUTHEASTERN AQUATIC BIODIVERSITY 2,500
    FRIENDS OF THE CHATTANOOGA PUBLIC LIBRARY
    1001 BROAD STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) INNOVATION FUND 7,000
    GIRLS INC OF CHATTANOOGA
    409 SOUTH GREENWOOD AVE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) EXPANSION OF THE BUILD IT (STEM) PROGRAM 140,000
    GIRLS INC OF CHATTANOOGA
    409 SOUTH GREENWOOD AVE
    CHATTANOOGA,TN37404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,500
    GLASS HOUSE COLLECTIVE
    2523 GLASS STREET
    CHATTANOOGA,TN37406     		NONE 501(C)(3) STUDIO EVERYTHING 20,000
    GRANTMAKERS FOR EDUCATION
    750 SW WASHINGTON ST STE 605
    PORTLAND,OR97205     		NONE 501(C)(3) 2014 MEMBERSHIP DUES 1,750
    GRANTS MANAGERS NETWORK
    141 HOMESTEAD AVENUE
    METAIRIE,LA70005     		NONE 501(C)(3) 2014 MEMBERSHIP DUES 2,000
    GREENSPACES
    63 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) EXTREME ENERGY MAKEOVER 140,000
    HERITAGE FOUNDATION
    227 OIL WELL RD
    JACKSON,TN38305     		NONE 501(C)(3) LEADERSHIP FOR AMERICA 10,000
    HOWARD SCHOOL
    2500 SOUTH MARKET STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) PROGRAM TO ENGAGE PARENTS AND STUDENTS 20,000
    LAND TRUST FOR TENNESSEE
    209 10TH AVE S STE 530
    NASHVILLE,TN37203     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 50,000
    LAS CRUCES SYMPHONY ORCHESTRA
    PO BOX 1622
    LAS CRUCES,NM88004     		NONE 501(C)(3) SILVER CITY RUN 15,000
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE 501(C)(3) APPRENTICE PROGRAM WITH THE HOWARD SCHOOL 20,000
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE 501(C)(3) OPERTAING SUPPORT 35,000
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE 501(C)(3) HOWARD SUMMER WORK PROGRAM 16,000
    LULA LAKE LAND TRUST
    29 MOUNT OLIVE ROAD
    LOOKOUT MOUNTAIN,TN30750     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 55,000
    LULA LAKE LAND TRUST
    29 MOUNT OLIVE ROAD
    LOOKOUT MOUNTAIN,TN30750     		NONE 501(C)(3) REVOLVING LAND PURCHASE FUND 5,000
    MARK MAKING
    P O BOX 4271
    CHATTANOOGA,TN37405     		NONE 501(C)(3) REVITALIZATION PROJECTS 3,500
    METROPOLITAN MINISTRIES
    1112 MCCALLIE
    CHATTANOOGA,TN374042822     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 3,000
    NEXT AMERICAN CITY INC
    1315 WALNUT STREET
    PHILADELPHIA,PA19107     		NONE 501(C)(3) 2014 VANGUARD CONFERENCE IN CHATTANOOGA 10,000
    NORTH CHICKAMAUGA CREEK CONSERVANCY
    PO BOX 358
    HIXSON,TN37343     		NONE 501(C)(3) OPERATING SUPPORT 10,000
    ON POINT DIRECTION FOR LIFE
    4509 HIXSON PIKE
    HIXSON,TN37343     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    OPEN SPACE CONSERVANCY INC
    1350 BROADWAY SUITE 201
    NEW YORK,NY10018     		NONE 501(C)(3) SOUTH CUMBERLAND LAND PROTECTION FUND 1,000,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) STEM SCHOOL CHATTANOOGA 5,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) HOWARD SCHOOL STUDENT ACADMEMIC SCHOLARSHIPS 10,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) TEACHERPRENEUR 250,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) LEADERSHIP PIPELINE FOR THE HAMILTON COUNTY DEPARTMENT OF EDUCATION 600,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) SENDING TEACHERS TO ISTE 10,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) TECHNOLOGY PILOT PROJECT 445,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE 501(C)(3) CODING AMBASSADORS 22,500
    RIVER CITY COMPANY
    850 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) ACQUISITION OF THE ROSS HOTEL 1,200,000
    RIVER CITY COMPANY
    850 MARKET ST
    CHATTANOOGA,TN37402     		NONE 501(C)(3) ML KING OF THE ROSS HOTEL 392,625
    RIVERROCKS
    400 EAST MAIN STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) 2014 RIVERROCKS FESTIVAL 35,000
    SALT OF THE EARTH INC
    1818 OLD WAUHATCHIE PIKE
    CHATTANOOGA,TN37409     		NONE 501(C)(3) GROW HOPE URBAN YOUTH FARM PROGRAM 10,000
    SALVATION ARMY
    822 MCCALLIE AVENUE
    CHATTANOOGA,TN37403     		NONE 501(C)(3) EASTLAKE CAPITAL IMPROVEMENTS AND MUSIC PROGRAM 10,000
    SCULPTURE FIELDS AT MONTAGUE PARK
    1141 E 23RD STREET
    CHATTANOOGA,TN37408     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 11,000
    SOUTHEASTERN COUNCIL OF FOUNDATIONS
    50 HURT PLAZA SUITE 350
    ATLANTA,GA30303     		NONE 501(C)(3) 2014 MEMBERSHIP DUES 8,000
    SOUTHERN ENVIRONMENTAL LAW CENTER
    201 WEST MAIN STREET
    CHARLOTTESVILLE,VA22902     		NONE 501(C)(3) REGIONAL LAND CONSERVATION/SUPPORT FOR TN OFFICE 100,000
    SOUTHERN LIT ALLIANCE
    3069 BROAD STREET SUITE 2
    CHATTANOOGA,TN37408     		NONE 501(C)(3) CELEBRATION OF SOUTHERN LITERATURE CONFERENCE 50,000
    ST PAUL'S EPISCOPAL CHURCH
    305 W 7TH STREET
    CHATTANOOGA,TN37402     		NONE 501(C)(3) AYAI FAMILY'S HABITAT HOUSE 9,000
    TENNESSEE RIVER GORGE TRUST
    1214 DARTMOUTH STREET
    CHATTANOOGA,TN37405     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 50,000
    THE VOLUNTEER CENTER FOR GRANT COUNTY
    1207 18TH AVENUE S SUITE 32
    NASHVILLE,TN37212     		NONE 501(C)(3) CAPITAL CAMPAIGN 15,000
    TN STATE COLLABORATIVE ON REFORMING EDUCATION
    511 UNION ST STE 1850
    NASHVILLE,TN372191767     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 200,000
    TROUSDALE SCHOOL INC
    3171 HEWITT ST
    CLEVELAND,TN37323     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,500
    TRUST FOR PUBLIC LAND
    101 MONTGOMERY ST STE 900
    SAN FRANCISCO,CA94104     		NONE 501(C)(3) SCHOOLYARDS TO COMMUNITY PLAYGROUNDS 40,000
    UNIVERSITY OF TENNESSEE AT CHATTANOOGA
    615 MCCALLIE AVENUE
    CHATTANOOGA,TN37403     		NONE 501(C)(3) SUPPORT CAIT $15,000TED*UTC CONFERENCE $2,500 17,500
    Total .................................bullet 3a 8,503,995
    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 1,365,067  
    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 7,958,913  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aOTHER INVESTMENT LOSSES- LIMITED PARTNERSHIPS     14 -839,848  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 8,484,132 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    138,484,132
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2014 AccountingFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT & TAX SERVICES 14,750 1,475   13,275

    TY 2014 GeneralExplanationAttachment
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Identifier Return Reference Explanation
      990-PF PAGE 5, PART VII-A LINE 12 A $4,000 GRANT WAS GIVEN TO THE COMMUNTIY FOUNDATION OF GREATER CHATTANOOGA. THE GRANT WAS FOR THE CHATTANOOGA OPEN GOVERNMENT COLLABORATIVE FUND. SARAH MORGAN, PRESIDENT OF THE BENWOOD FOUNDATION AND LORI QUILLEN, PROGRAM OFFICER OF THE BENWOOD FOUNDATION HAVE ADVISORY PRIVILEGES FOR THIS FUND.ADDITIONALLY, KRISTIN B. HUNTLEY, A PROGRAM OFFICER WITH BENWOOD, HAD ADVISORY PRIVILEGES OF A $45,000 GRANT TO THE COMMUNTIY FOUNDATION OF GREATER CHATTANOOGA FOR THE BENWOOD PUBLIC ART FUND.

    TY 2014 InvestmentsCorpBondsSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Name of Bond End of Year Book Value End of Year Fair Market Value
    FIXED INCOME INVESTMENTS - SEE DETAIL ATTACHED 6,334,391 6,334,391

    TY 2014 InvestmentsOtherSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    LIMITED PARTNERSHIP INTEREST - SEE DETAIL ATTACHED FMV 99,208,867 99,208,867

    TY 2014 LandEtcSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    OFFICE EQUIPMENT & FURNITURE 325,206 262,486 62,720 62,720
    LEASEHOLD IMPROVEMENTS 239,310 178,937 60,373 60,373


    TY 2014 LegalFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL 17,977 1,798   16,179


    TY 2014 OtherAssetsSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    MISSION RELATED INVESTMENT 150,000 279,305 279,305


    TY 2014 OtherDecreasesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Description Amount
       
       


    TY 2014 OtherExpensesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TECHNOLOGY EXPENSE 19,591 1,959   17,632
    INSURANCE 85,369 8,537   76,832
    OFFICE EXPENSE 50,987 5,099   45,888
    DIRECT GAINING GROUND CHARITABLE DISTRIBUTION 67,847 0   67,847
    PARKING 7,690 769   6,921
    PROFESSIONAL DEVELOPMENT 23,140 2,314   20,826
    PAYROLL COSTS 41,217 4,122   37,095


    TY 2014 OtherIncomeSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER INVESTMENT LOSSES- LIMITED PARTNERSHIPS -839,848   -839,848


    TY 2014 OtherLiabilitiesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Description Beginning of Year - Book Value End of Year - Book Value
    FEDERAL EXCISE TAXES PAYABLE 65,000 -17,131


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FIRMS CONSULTING FEES 67,852 67,852   0
    OTHER PROFESSIONAL FEES 18,019 0   18,019


    TY 2014 TaxesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN: 62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN W/H TAX 13,793 13,793   0