Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2014
Open to Public Inspection
For calendar year 2014, or tax year beginning 2014, and ending , 20
Name of foundation
Tom Russell Charitable Foundation Inc
 
% Foundation Source
Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Wilmington, DE198091377
A Employer identification number

36-6082517
B Telephone number (see instructions)

(800) 839-1754
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$17,331,821J 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).............. 0
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments 92 92  
4 Dividends and interest from securities...... 256,665 256,665  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,565,340
b Gross sales price for all assets on line 6a 10,510,046
7 Capital gain net income (from Part IV, line 2)... 1,565,340
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........ 1,822,097 1,822,097  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 97,422     97,422
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 800 0 0 800
b Accounting fees (attach schedule)....... Click to see attachment 6,700 0 0 6,700
c Other professional fees (attach schedule).... Click to see attachment 78,263 63,831   14,432
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 31,534 2,235    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 13,823     13,823
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 62,181 2   62,179
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 290,723 66,068 0 195,356
25 Contributions, gifts, grants paid........ 515,000 515,000
26 Total expenses and disbursements. Add lines 24 and 25 805,723 66,068 0 710,356
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,016,374
b Net investment income (if negative, enter -0-) 1,756,029
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 196,242 164,005 164,005
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule) 186,292    
b Investments—corporate stock (attach schedule)........ 12,482,359 Click to see attachment14,161,436 17,009,691
c Investments—corporate bonds (attach schedule)........ 522,299    
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment30,000 Click to see attachment158,125 Click to see attachment158,125
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 13,417,192 14,483,566 17,331,821
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)..........   0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted...................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 13,417,192 14,483,566
30 Total net assets or fund balances (see instructions)...... 13,417,192 14,483,566
31 Total liabilities and net assets/fund balances (see instructions).. 13,417,192 14,483,566
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 13,417,192
2 Enter amount from Part I, line 27a..................... 2 1,016,374
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 50,000
4 Add lines 1, 2, and 3.......................... 4 14,483,566
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 14,483,566
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 Publicly-traded Securities      
b
c
d
e
(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 10,510,046   8,944,706 1,565,340
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       1,565,340
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 1,565,340
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 695,216 17,515,219 0.039692
2012 561,637 15,251,500 0.036825
2011 627,003 14,171,214 0.044245
2010 647,744 14,906,186 0.043455
2009 613,451 13,346,822 0.045962
2 Total of line 1, column (d) ...................... 2 0.210179
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 0.042036
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 18,066,001
5 Multiply line 4 by line 3....................... 5 759,422
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 17,560
7 Add lines 5 and 6......................... 7 776,982
8 Enter qualifying distributions from Part XII, line 4.............. 8 845,356
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 17,560
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  
3 Add lines 1 and 2........................... 3 17,560
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 17,560
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 24,200
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 24,200
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 6,640
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet6,640 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$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletIL
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbullet  
    14
    The books are in care ofbulletFoundation Source Telephone no.bullet (800) 839-1754
    Located atbullet501 Silverside Road Suite 123WilmingtonDE ZIP+4bullet198091377
    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
    J kirby Aiken Pres / Dir
    4.0     		31,062    
    Foundation Source 501 Silverside Rd
    Wilmington,DE198091377
    John L Bishop VP / Dir
    3.0     		22,120    
    Foundation Source 501 Silverside Rd
    Wilmington,DE198091377
    Crawford Crenshaw Dir / Treas
    3.0     		22,120    
    Foundation Source 501 Silverside Rd
    Wilmington,DE198091377
    David S Lindquist Dir / Sec
    3.0     		22,120    
    Foundation Source 501 Silverside Rd
    Wilmington,DE198091377
    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...................bullet  
    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
    First American Bank Investment Mgt 63,831
    218 W MAIN STREET
    WEST DUNDEE,IL60118
    Foundation Source Administrative 60,000
    55 Walls Drive 3rd fl
    Fairfield,CT06824
    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)
    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 CENTER FOR CHILDREN AND FAMILIES - COVER INTEREST CHARGES ON THE EQUITY LINE WHICH WAS USED TO CONSTRUCT NEW FACILITIES 35,000
    2 KIPP ENC PUBLIC SCHOOLS - COVER UP-FRONT LEASING COSTS OF PROPERTY TO BE USED FOR PUBLIC SCHOOL PURPOSES AND RENOVATIONS OF SCHOOL FACILITIES 100,000
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet135,000
    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
    18,102,302
    b
    Average of monthly cash balances.......................
    1b
    238,816
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    18,341,118
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    18,341,118
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    275,117
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    18,066,001
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    903,300
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    903,300
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    17,560
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    17,560
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    885,740
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    56,875
    5
    Add lines 3 and 4............................
    5
    942,615
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    942,615
    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
    710,356
    b
    Program-related investments—total from Part IX-B..................
    1b
    135,000
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    0
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
    0
    b
    Cash distribution test (attach the required schedule) .................
    3b
    0
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    845,356
    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
    17,560
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    827,796
    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 7 942,615
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 844,476
    b Total for prior years:2012, 2011, 2010  
    3 Excess distributions carryover, if any, to 2014:
    a From 2009.......  
    b From 2010.......  
    c From 2011.......  
    d From 2012.......  
    e From 2013.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 845,356
    a Applied to 2013, but not more than line 2a 844,476
    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..... 880
    e Remaining amount distributed out of corpus 0
    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 0
    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 ..........     		941,735
    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) ...     		 
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011....  
    c Excess from 2012....  
    d Excess from 2013....  
    e Excess from 2014.... 0
    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).)
    NONE
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    BEACON THERAPEUTIC SCHOOL INC
    1912 W 103RD ST
    CHICAGO,IL60643     		N/A PC General & Unrestricted 10,000
    CALVARY CHURCH
    9S200 RTE 59
    NAPERVILLE,IL60564     		N/A PC General & Unrestricted 4,000
    CENTER FOR CHILDREN AND FAMILIES INC
    1151 E MAIN ST
    NORMAN,OK73071     		N/A PC General & Unrestricted 19,000
    CENTER FOR CHILDREN AND FAMILIES INC
    1151 E MAIN ST
    NORMAN,OK73071     		N/A PC New building capital campaign 20,000
    CLEVELAND COUNTY FAMILY YOUNG MENS CHRISTIAN ASSOC
    1350 LEXINGTON AVE
    NORMAN,OK73069     		N/A PC Membership for low-income families Scholarship fund 21,000
    DONKA INCORPORATED
    400 N COUNTY FARM RD
    WHEATON,IL60187     		N/A PC General & Unrestricted 36,000
    DUKE UNIVERSITY
    PO BOX 90581
    DURHAM,NC27708     		N/A PC Engineering School - Engineering Alumni Council Special Projects Fund 2,500
    EAST DURHAM CHILDRENS INITIATIVE
    107 N DRIVER ST
    DURHAM,NC27703     		N/A PC General & Unrestricted 5,000
    EMPORIA RESCUE MISSION INC
    PO BOX 901
    EMPORIA,KS66801     		N/A PC General & Unrestricted 10,000
    ERIE FAMILY HEALTH CENTER INC
    1701 W SUPERIOR ST
    CHICAGO,IL60622     		N/A PC capital grant for the re-launch of Erie Teen Center and the creation of a newly-renovated Teen and Young Adult Health Center 70,000
    FRIENDSHIP HOUSE PARTNERS USA
    PO BOX 1284
    HOLLAND,MI49422     		N/A PC re-organize and expand Friendship house - Durham, inc 50,000
    GADS HILL CENTER
    1919 W CULLERTON ST
    CHICAGO,IL60608     		N/A PC General & Unrestricted 5,000
    GROWING TOGETHER PRESCHOOL
    3301 BOULDER CT
    RALEIGH,NC27607     		N/A PC General & Unrestricted 10,000
    HEARTS AND HANDS FOR HAITI
    6612 CREEDMOOR RD
    RALEIGH,NC27613     		N/A PC General & Unrestricted 10,000
    HOPE ELEMENTARY SCHOOL
    5029 FALLS OF NEUSE RD STE 218
    RALEIGH,NC27609     		N/A PC General & Unrestricted 15,000
    HOPE ELEMENTARY SCHOOL
    5029 FALLS OF NEUSE RD STE 218
    RALEIGH,NC27609     		N/A PC Full implementation of The Leader In Me program including staff training, tools and resources, and the salary and benefits of a TLIM implementation specialist for one year 15,000
    HOPE FOR TOMORROW INC
    479 N LAKE ST
    AURORA,IL60506     		N/A PC General & Unrestricted 10,000
    INTER-FAITH FOOD SHUTTLE
    1001 BLAIR DR
    RALEIGH,NC27603     		N/A PC Culinary Jobs Program 5,000
    INTER-FAITH FOOD SHUTTLE
    1001 BLAIR DR
    RALEIGH,NC27603     		N/A PC Culinary Training program 20,000
    INTERACT
    1012 OBERLIN RD STE 100
    RALEIGH,NC27605     		N/A PC General & Unrestricted 5,000
    JUVENILE PROTECTIVE ASSOCIATION
    1707 N HALSTED ST
    CHICAGO,IL60614     		N/A PC General & Unrestricted 5,000
    LEELANAU CONSERVANCY
    PO BOX 1007
    LELAND,MI49654     		N/A PC Palmer Woods Conservation 5,000
    NORTH CAROLINA STATE UNIVERSITY FOUNDATION INC
    NCSU BOX 7207
    RALEIGH,NC27695     		N/A PC NCSU Friends of the Library Fund 2,500
    PAVE SCHOOLS INC
    71 SULLIVAN ST
    BROOKLYN,NY11231     		N/A PC General & Unrestricted 30,000
    PAVE SCHOOLS INC
    71 SULLIVAN ST
    BROOKLYN,NY11231     		N/A PC Restricted: Start-up operating support for PAVE Southeast Raleigh Division 5,000
    POSITIVE TOMORROWS INC
    1804 N BRAUER AVE
    OKLAHOMA CITY,OK73106     		N/A PC General & Unrestricted 30,000
    POSITIVE TOMORROWS INC
    1804 N BRAUER AVE
    OKLAHOMA CITY,OK73106     		N/A PC Support of the new classroom for one year 65,000
    SAFECHILD
    864 W MORGAN ST
    RALEIGH,NC27603     		N/A PC General & Unrestricted 5,000
    STUDENT U
    3116 ACADEMY RD
    DURHAM,NC27707     		N/A PC General & Unrestricted 5,000
    THE BREAKTHROUGH COLLABORATIVE INC
    545 SANSOME ST STE 700
    SAN FRANCISCO,CA94111     		N/A PC General & Unrestricted 5,000
    THE YOUNG MENS CHRISTIAN ASSOCIATION OF THE TRIANG
    801 CORPORATE CENTER DR STE 200
    RALEIGH,NC27607     		N/A PC Quarterback project for Southeast Raleigh 5,000
    URBAN PREP ACADEMIES
    420 N WABASH AVE STE 203
    CHICAGO,IL60611     		N/A PC General & Unrestricted 10,000
    Total .................................bullet 3a 515,000
    bApproved for future payment
    Total .................................bullet 3b  
    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 ............     		    14 92  
    4 Dividends and interest from securities....     14 256,665  
    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 1,565,340  
    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)..   1,822,097  
    13Total. Add line 12, columns (b), (d), and (e)..................
    131,822,097
    (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:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT FEE 6,700     6,700

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

    TY 2014 DepreciationSchedule
    Name:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    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

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ABBVIE INC 321,755 378,829
    ACCENTURE PLC 114,686 239,446
    AGRIUM INC 20,215 23,163
    GOOGLE INC CL A 237,096 297,997
    AMERICAN BEACON FUNDS SM CP VA 1,190,611 1,147,739
    APPLE INC 159,118 648,934
    ASTRAZENECA 12,321 16,266
    BIOGEN IDEC INC 250,964 187,299
    BROWN CAPITAL MANAGEMENT SMALL 804,172 929,771
    CAN IMPERIAL BK OF COMMERCE 17,785 16,873
    CELGENE CORP 245,062 259,776
    CHEVRON CORP 15,756 12,149
    CISCO SYSTEMS INC 21,269 24,068
    CRACKER BARREL OLD COUNTRY ST 18,803 25,232
    CVS CAREMARK CORP 138,696 417,792
    D R HORTON 204,957 280,923
    DANAHER CORP 11,870 64,395
    DELTA AIR LINES INC 221,663 205,766
    DIAGEO PLC ADS 18,349 17,764
    DOMTAR LTD 22,442 21,311
    DOW CHEMICAL PV 27,681 22,755
    EDWARDS LIFESCIENCES 136,492 131,723
    ELI LILLY & CO 18,887 34,999
    EMERSON ELECTRIC CO 15,969 15,748
    EURONET WORLDWIDE INC 194,277 205,337
    EXXON MOBIL CORP 17,861 15,424
    FEDERATED MID CAP INDEX FUND 1,167,203 1,131,132
    FIDELITY MID CAP VALUE 670,000 632,101
    FIRST REPUBLIC BANK 306,917 353,417
    GARMIN LTD 14,161 12,787
    GILEAD SCIENCES INC 62,101 459,156
    GOLDMAN SACHS GROUP 262,104 336,651
    GOOGLE INC CL C 68,343 98,920
    HODGES SMALL CAP INSTL 425,000 407,102
    HENDERSON EUROPEAN FOCUS FUND 333,000 309,927
    ILLUMINA INC COM 59,966 330,997
    INNOPHOS HOLDINGS INC 22,914 18,747
    INTEL CORP 17,682 19,835
    INVESCO PLC 276,229 277,144
    JOHNSON & JOHNSON 18,462 23,965
    LEGGETT PLATT INC 20,402 30,339
    LOCKHEED MARTIN CORP 18,584 30,177
    LOWES COMPANIES INC 75,958 352,075
    MAXIM INTEGRATED PRODS INC 24,220 27,273
    MERCK & CO INC 329,852 369,411
    MEREDITH CORP 13,314 18,180
    MICROCHIP TECHNOLOGY INC 16,282 19,338
    MICROSOFT CORPORATION 133,040 124,032
    MOHAWK INDS INC 105,525 98,485
    NOVARTIS AG ADR 15,909 24,305
    OPPENHEIMER INTL GROWTH FUND Y 1,235,924 1,292,238
    ORBITAL ATK, INC 159,583 176,026
    PEPSICO INC 269,660 341,053
    PFIZER INC 38,365 37,472
    PNC FINANCIAL GROUP INC 191,715 312,542
    POLARIS INDUSTRIES 167,945 179,221
    PRIMECAP ODYSSEY AGGRESSIVE GR 863,483 843,841
    PROCTER GAMBLE CO 13,510 14,487
    SEAGATE TECHNOLOGY 21,299 24,158
    STARBUCKS CORP COM 220,935 213,369
    TEMPLETON INSTL FOREIGN EQ SER 745,320 769,880
    THOMSON REUTERS CORPORATION 12,900 18,634
    UNITED BANKSHARES, INC 18,355 18,224
    VANGUARD 500 INDEX FUND ADM 33,000 31,652
    VANGUARD FTSE DEVELOPED MARKET 588,886 560,546
    VERIZON COMMUNICATIONS 20,385 18,864
    VISA INC 167,989 347,944
    VMWARE INC 199,591 179,275
    WALT DISNEY HOLDINGS CO 83,054 179,309
    WELLS FARGO & CO 193,612 303,981

    TY 2014 LegalFeesSchedule
    Name:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Document Review/Drafting 800     800


    TY 2014 OtherAssetsSchedule
    Name:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    PRI-CTR FOR CHLDRN & FAMILIES   35,000 35,000
    PRI-HOPE ELEMENTARY SCHOOL   23,125 23,125
    PRI-KIPP ENC PUBLIC SCHOOLS   100,000 100,000


    TY 2014 OtherExpensesSchedule
    Name:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Administrative Fees 60,000     60,000
    Bank Charges 2 2    
    Foundation Dues & Memberships 750     750
    Indemnification Insurance 1,250     1,250
    OFFICE SUPPLIES 108     108
    Postage/Delivery Service 20     20
    State or Local Filing Fees 51     51


    TY 2014 OtherIncreasesSchedule
    Name:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    Description Amount
       


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TRANSCRIPTION SERVICES 250     250
    Investment Management Services 63,831 63,831    
    STIPEND TO PAST OFFICERS 14,182     14,182


    TY 2014 TaxesSchedule
    Name:
    Tom Russell Charitable Foundation Inc
    EIN: 36-6082517
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    990-PF Estimated Tax for 2015 24,200      
    990-PF Excise Tax for 2014 153      
    990-PF Extension for 2014 4,946      
    Foreign Tax Paid 2,235 2,235